LiveOne, Inc.

Previous wording

As used herein,“LiveOne,”* the*“Company,”* “we,” “our” or*“us”* and similar terms include LiveOne, Inc. and its subsidiaries, unless the context indicates otherwise. The following discussion and analysis of our business and results of operations for the three 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”).

Current wording

As used herein,“LiveOne,”* the*“Company,”* “we,” “our” or*“us”* and similar terms include LiveOne, Inc. and its subsidiaries, unless the context indicates otherwise. The following discussion and analysis of our business and results of operations for the three months ended June 30, 2026, and our financial conditions at that date, should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this*“Quarterly Report”).

Previous wording

Certain statements contained in this Quarterly Report that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, notwithstanding that such statements are not specifically identified. These forward-looking statements relate to expectations or forecasts for future events, including without limitation our earnings, revenues, expenses or other future financial or business performance or strategies, or the impact of legal or regulatory matters on our business, results of operations or financial condition. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “would,” “could,” “should,” “will likely result,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative or other variations thereof or comparable terminology. These forward-looking statements are not guarantees of future performance and are based on information available to us as of the date of this Quarterly Report and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including: our reliance on our largest OEM customer for a substantial percentage of our revenue; our ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of our pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such proposed event would not be satisfied within the expected timeframe or at all or that the consummation of any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, the timing of the consummation of such proposed event will not occur; our ability to continue as a going concern; our reliance on one key customer for a substantial percentage of our revenue; if and when required, our ability to obtain additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures; our ability to attract, maintain and increase the number of our users and paid members; our ability to identify, acquire, secure and develop content; our ability to successfully implement our growth strategy, our ability to acquire and integrate our acquired businesses, the ability of the combined business to grow, including through acquisitions which we are able to successfully integrate, and the ability of our executive officers to manage growth profitably; uncertain and unfavorable outcome(s) of any legal proceedings pending or that may be instituted against us, our subsidiaries, or third parties to whom we owe indemnification obligations and/or our ability to pay any amoun…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Certain statements contained in this Quarterly Report that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, notwithstanding that such statements are not specifically identified. These forward-looking statements relate to expectations or forecasts for future events, including without limitation our earnings, revenues, expenses or other future financial or business performance or strategies, or the impact of legal or regulatory matters on our business, results of operations or financial condition. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “would,” “could,” “should,” “will likely result,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative or other variations thereof or comparable terminology. These forward-looking statements are not guarantees of future performance and are based on information available to us as of the date of this Quarterly Report and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including: our reliance on our largest OEM customer for a substantial percentage of our revenue; our ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of our pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such proposed event would not be satisfied within the expected timeframe or at all or that the consummation of any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, the timing of the consummation of such proposed event will not occur; our ability to continue as a going concern; our reliance on one key customer for a substantial percentage of our revenue; if and when required, our ability to obtain additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures; our ability to attract, maintain and increase the number of our users and paid members; our ability to identify, acquire, secure and develop content; our ability to successfully implement our growth strategy, our ability to acquire and integrate our acquired businesses, the ability of the combined business to grow, including through acquisitions which we are able to successfully integrate, and the ability of our executive officers to manage growth profitably; uncertain and unfavorable outcome(s) of any legal proceedings pending or that may be instituted against us, our subsidiaries, or third parties to whom we owe indemnification obligations and/or our ability to pay any amoun…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

For the nine months ended December 31, 2025 and 2024, we reported revenue of $58.2 million and $95.1 million, respectively. We have two customers that accounted for 43% and 71% of our revenue during the nine months ended December 31, 2025 and 2024 The customer is an original equipment manufacturer (the “OEM”) whose in-car music dashboard contains LiveOne music streaming button/icon, which allows OEM customers to directly connect their subscription to LiveOne. In the nine months ended December 31, 2025 and 2024, total revenue from the OEM was $4.4 million and $49.1 million, respectively. In addition we have an advertising partner customer which had revenue of $20.9 million and $18.0 million for the nine months ended December 31, 2025 and 2024, respectively.

Current wording

For the three months ended June 30, 2026 and 2025, we reported revenue of $19.4 million and $19.2 million, respectively. We have one customer that accounted for 36% and 36% of our revenue during the three months ended June 30, 2026 and 2025, respectively.

Previous wording

During our nine months ended December 31, 2025 we derived 16% of our revenue from paid memberships and 79% from advertising and the remainder from merchandising and licensing.

Current wording

During the three months ended June 30, 2026, we derived 14% of our revenue from paid memberships and 83% from advertising and the remainder from merchandising and licensing.

Previous wording

Membership revenue decreased $11.4 million, or 80%, to $2.9 million for the three months ended December 31, 2025, as compared to $14.3 million for the three months ended December 31, 2024. The decrease was primarily a result of the change in terms with our largest OEM customer. Beginning on December 1, 2024, we began converting customers directly to our LiveOne music app as our largest OEM customer no longer subsidized our product.

Current wording

Paid user service revenue decreased $0.7 million, or 21%, to $2.6 million for the three months ended June 30, 2026, as compared to $3.3 million for the three months ended June 30, 2025. The decrease was primarily a result of the change in terms with our largest OEM customer. Beginning on December 1, 2024, we began converting customers directly to our LiveOne music app as our largest OEM customer no longer subsidized our product.

Previous wording

Advertising revenue increased $2.9 million, or 23%, to $15.8 million for the three months ended December 31, 2025, as compared to $12.9 million for the three months ended December 31, 2024, which is primarily attributable to growth in our advertising revenue of $2.0 million as a result of new partnerships and barter revenue which increased $0.9 million quarter-over-quarter.

Current wording

Advertising revenue increased $0.9 million, or 6%, to $16.0 million for the three months ended June 30, 2026, as compared to $15.1 million for the three months ended June 30, 2025, which is primarily attributable to growth in our advertising revenue at PodcastOne year-over-year as it experienced an increase in the number of impressions year-over-year.

Previous wording

Merchandising revenue decreased $0.7 million, or 29%, to 1.6 million for the three months ended December 31, 2025, as compared to $2.3 million the three months ended December 31, 2024, which is due to a reduction in demand from both retail partners and our direct to consumer merchandising business.

Current wording

Merchandising revenue decreased $0.1 million, or 10%, to 0.7 million for the three months ended June 30, 2026, as compared to $0.8 million the three months ended June 30, 2025, which is due to a reduction in demand from both retail partners and our direct to consumer merchandising business.

Previous wording

Operating loss decreased by $0.9 million, or 37%, to $1.6 million for the three months ended December 31, 2025, as compared to $2.5 million for the three months ended December 31, 2024, largely due to a decrease in employee costs.

Current wording

Paid user services cost of sales decreased by $2.2 million, or 87%, to $0.3 million for the three months ended June 30, 2026, as compared to $2.5 million for the three months ended June 30, 2025. The decrease was primarily due to credits received from publishers due to negotiating payables.

Previous wording

Advertising cost of sales increased by $1.3 million, or 11%, to $13.5 million for the three months ended December 31, 2025, as compared to $12.2 million for the three months ended December 31, 2024. The increase was primarily attributable to growth in our revenue share expense which is in line with increases in revenue noted above.

Current wording

Advertising cost of sales increased by $0.8 million, or 6%, to $14.5 million for the three months ended June 30, 2026, as compared to $13.7 million for the three months ended June 30, 2025. The increase was primarily attributable to a increase in our revenue share expense.

Previous wording

Merchandising cost of sales decreased by $0.9 million, or 47%, to $1.0 million for the three months ended December 31, 2025, as compared to $1.9 million for the three months ended December 31, 2024 due to the Company purchasing a higher amount of merchandise in the prior year based on higher demand.

Current wording

Merchandising cost of sales decreased by $44,000, or7%, to $586,000 for the three months ended June 30, 2026, as compared to $630,000 for the three months ended June 30, 2025 due to the Company purchasing a higher amount of merchandise in the prior year based on higher demand.

Previous wording

Sales and Marketing expenses decreased by $0.7 million, or 39%, to $1.1 million for the three months ended December 31, 2025, as compared to $1.8 million for the three months ended December 31, 2024, primarily driven by employee costs.

Current wording

Sales and Marketing expenses decreased by $0.4 million, or 27%, to $0.9 million for the three months ended June 30, 2026, as compared to $1.3 million for the three months ended June 30, 2025, primarily driven by employee costs.

Previous wording

Product development expenses decreased by $1.7 million, or 50%, to $1.6 million for the nine months ended December 31, 2025, as compared to $3.3 million for the nine months ended December 31, 2024, which was driven by an increase in employee costs.

Current wording

Product development expenses increased by $40,000, or 4%, to $1.0 million for the three months ended June 30, 2026, as compared to $0.9 million for the three months ended June 30, 2025, which was driven by an increase in employee costs.

Previous wording

Total other expense increased by $1.6 million, or 319%, to an expense of $2.1 million for the three months ended December 31, 2025, as compared to $0.5 million of expense for the three months ended December 31, 2024. The increase is primarily driven by an increase of $0.5 million in interest expense as a result of the convertible debentures offset by a reduction interest expense due to the pay down of the line of credit. In addition, $1.1 million of the increase can be attributed to the loss resulting from the change in fair value of digital assets.

Current wording

Total other expense increased by $0.4 million, or 245%, to income of $0.6 million for the three months ended June 30, 2026, as compared to $0.2 million of expense for the three months ended June 30, 2025. The increase is primarily driven by an increase of $0.4 million in interest expense as a result of the convertible debentures offset by a reduction interest expense due to the pay down of the line of credit.

Previous wording

Net loss attributable to non-controlling interests for the three months ended December 31, 2025 was $39,000 compared to $0.4 million for the three months ended December 31, 2024, which resulted from the spin out of PodcastOne from our Company with PodcastOne becoming a standalone publicly trading company (the "Spin-Out").

Current wording

Net loss attributable to non-controlling interests for the three months ended June 30, 2026 was $0.5 million compared to $0.3 million for the three months ended June 30, 2025, which resulted from the spin out of PodcastOne from our Company with PodcastOne becoming a standalone publicly trading company (the "Spin-Out").

Previous wording

Revenue increased $3.1 million, or 25%, during the three months ended December 31, 2025, primarily due to increased advertising and new partners signed up to revenue contracts.

Current wording

Revenue increased $1.1 million, or 8%, during the three months ended June 30, 2026, primarily due to increased advertising and new partners signed up to revenue contracts.

Previous wording

Operating income increased by $1.3 million, or 107%, for the three months ended December 31, 2025, as the increase in revenue was complimented by the decrease in operating expenses due to growing the business.

Current wording

Operating loss increased by $0.9 million, or 123%, for the three months ended June 30, 2026, as the increase in operating expenses due to growing the business.

Previous wording

Adjusted EBITDA* increased by $3.5 million, or 516%, to $2.8 million for the three months ended December 31, 2025, as compared to $(0.7) million for the three months ended December 31, 2024. This was largely due to an increase in revenue and a reduction in talent based expenses.

Current wording

Adjusted EBITDA* increased by $1.0 million, or 172%, to $1.6 million for the three months ended June 30, 2026, as compared to $0.6 million for the three months ended June 30, 2025. This was largely due to an increase in revenue and a reduction in talent based expenses.

Previous wording

Revenue decreased $11.6 million, or 81%, during the three months ended December 31, 2025, primarily due to a change in terms with our largest OEM customer.

Current wording

Revenue decreased $0.9 million, or 26%, during the three months ended June 30, 2026, primarily due to a change in terms with our largest OEM customer.

Previous wording

Operating loss decreased by $0.2 million, or 50%, for the three months ended December 31, 2025, driven by the decrease in revenue which was lower than the reduction in operating expenses.

Current wording

Operating loss decreased by $0.6 million, or 319%, for the three months ended June 30, 2026, driven by the decrease in revenue which was offset by a reduction in cost of sales.

Previous wording

Adjusted EBITDA* increased by $5.8 million, or 421%, to $4.5 million for the nine months ended December 31, 2025, as compared to $(1.4) million for the nine months ended December 31, 2024. This was largely due to an increase in revenue.

Current wording

Adjusted EBITDA* increased by $4.9 million, or 2,568%, to $4.7 million for the three months ended June 30, 2026, as compared to $(0.2) million for the three months ended June 30, 2025. This was largely due to higher stock compensation cost.

Previous wording

Revenue decreased $0.8 million, or 31%, to $1.6 million during the three months ended December 31, 2025, as compared to $2.4 million for the three months December 31, 2024, primarily due to decrease in merchandising revenue due to a reduction in demand from both retail partners and our direct to consumer business.

Current wording

Revenue decreased $0.1 million, or 14%, to $0.7 million during the three months ended June 30, 2026, as compared to $0.8 million for the three months June 30, 2025, primarily due to decrease in merchandising revenue due to a reduction in demand from both retail partners and our direct to consumer business.

Previous wording

Operating loss decreased to $0.7 million for the three months ended December 31, 2025 compared to $0.9 million for the three months ended December 31, 2024.

Current wording

Operating loss increased to $1.8 million for the three months ended June 30, 2026 compared to $1.0 million for the three months ended June 30, 2025.

Previous wording

Adjusted EBITDA* loss decreased by $0.4 million, or 76%, to a $(0.1) million loss for the three months ended December 31, 2025, as compared to a $(0.5) million loss for the three months December 31, 2024. This was largely due to the decrease in expenses compared to the prior year.

Current wording

Adjusted EBITDA* loss decreased by $0.4 million, or 50%, to a $(0.4) million loss for the three months ended June 30, 2026, as compared to a $(0.7) million loss for the three months June 30, 2025. This was largely due to the decrease in expenses compared to the prior year.

Previous wording

Corporate Adjusted EBITDA* loss decreased $0.6 million, or 41%, to $(0.9) million for the three months ended December 31, 2025 as compared to $(1.5) million for the three months ended December 31, 2024. The decrease was largely due to the decrease in costs noted above.

Current wording

Corporate Adjusted EBITDA* loss increased $0.1 million, or 9%, to $(1.6) million for the three months ended June 30, 2026 as compared to $(1.5) million for the three months ended June 30, 2025. The increase was largely due to the decrease in costs noted above.

Previous wording

The following table sets forth the reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure for the three and nine months ended December 31, 2025 and 2024 (in thousands):

Current wording

The following table sets forth the reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure for the three months ended June 30, 2026 and 2025 (in thousands):

Previous wording

As of December 31, 2025, our principal sources of liquidity were our cash and cash equivalents, including restricted cash balances in the amount of $8.6 million, which primarily are invested in Bitcoin and cash in banking institutions in the U.S. The vast majority of our cash proceeds were received as a result of our operations, incurrence of debt, the issuance of convertible notes and public offerings of our common shares. On July 16, 2025, in connection with the closing of our public offering, we announced our intent to launch our bitcoin yield treasury strategy, as part of our board of directors’ approval of our up to $500 million digital asset treasury strategy. As of December 31, 2025, we have a convertible note balance of $14.9 million, the Capchase Loan (as defined below) of $0.1 million and an SBA loan balance of $0.1 million.

Current wording

As of June 30, 2026, our principal sources of liquidity were our cash and cash equivalents, including restricted cash balances in the amount of $8.6 million, which primarily are invested in cash in banking institutions in the U.S. The vast majority of our cash proceeds were received as a result of our operations, incurrence of debt, the issuance of convertible notes and public offerings of our common shares. On July 16, 2025, in connection with the closing of our public offering, we announced our intent to launch our bitcoin yield treasury strategy, as part of our board of directors’ approval of our up to $500 million digital asset treasury strategy. In June 2026, we determined to discontinue our digital asset treasury strategy, which we originally adopted July 2025. We no longer intend to pursue a digital asset treasury strategy or hold digital assets as a treasury reserve asset, and as of June 30, 2026, we have disposed of all of our digital asset holdings. We do not expect the discontinuation of the strategy to affect our ongoing business operations. As of June 30, 2026, we have an outstanding Debentures balance of $14.1 million and an SBA loan balance of $0.1 million.

Previous wording

As reflected in our condensed consolidated financial statements included elsewhere in this Quarterly Report, we have a history of losses and incurred a net loss of $13.7 million for the nine months ended December 31, 2025, and cash used in operating activities of $8.5 million for the nine months ended December 31, 2025 and had a working capital deficiency of $18.1 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. Our condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to execute our strategy and on our ability to raise additional funds through the sale of equity and/or debt securities via public and/or private offerings.

Current wording

As reflected in our condensed consolidated financial statements included elsewhere in this Quarterly Report, we have a history of losses and incurred a net loss of $3.1 million for the three months ended June 30, 2026, and cash used in operating activities of $2.1 million for the three months ended June 30, 2026 and had a working capital deficiency of $13.2 million as of June 30, 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 condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to execute our strategy and on our ability to raise additional funds through the sale of equity and/or debt securities via public and/or private offerings.

Previous wording

On May 19, 2025 (the “Closing Date”), we and PodcastOne entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which (i) we sold to the Purchasers our 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 our 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. We 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 $42.00 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 us 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 us 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”), we and PodcastOne entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which (i) we sold to the Purchasers our 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 our 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. We 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 us 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 us 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

In connection with the issuance of the Debentures, we paid off all obligations owed thereunder, and terminated the 2025 Business Loan Agreement and all related loan agreements.

Current wording

In connection with the issuance of the Debentures, we paid off all obligations owing under, and terminated, the 2025 Business Loan Agreement and all related loan agreements.

Previous wording

On July 16, 2025, in connection with the anticipated closing of the public offering discussed below, we announced our intent to launch our bitcoin yield treasury strategy, as part of our board of directors’ approval of our up to $500 million digital asset treasury strategy. During the nine months ended December 31, 2025 we purchased $5.0 million of Bitcoin.

Current wording

On July 16, 2025, in connection with the anticipated closing of the public offering discussed below, we announced our intent to launch our bitcoin yield treasury strategy, as part of our board of directors’ approval of our up to $500 million digital asset treasury strategy.

Previous wording

On July 17, 2025, we completed an underwritten public offering of shares of our common stock for aggregate gross proceeds to us of approximately $9.5 million (including the exercise of the underwriter’s option), after deducting an underwriting discount, but before other offering expenses. We expect to use the net proceeds from the public offering to fund the acquisition of cryptocurrencies, the development and implementation of our digital asset treasury strategy and for working capital and general corporate purposes.

Current wording

On July 17, 2025, we completed an underwritten public offering of shares of our common stock for aggregate gross proceeds to us of approximately $9.5 million (including the exercise of the underwriter’s option), after deducting an underwriting discount, but before other offering expenses. We 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. During the fiscal year ended March 31, 2026, we purchased $5.0 million of Bitcoin. In June 2026, we determined to discontinue our digital asset treasury strategy, which we originally adopted July 2025. We no longer intend to pursue a digital asset treasury strategy or hold digital assets as a treasury reserve asset, and as of June 30, 2026, we have disposed of all of our digital asset holdings.

Previous wording

Our cash flows from operating activities are significantly affected by our cash-based investments in our operations, including acquiring live music events and festivals rights, our working capital, corporate infrastructure to support our ability to generate revenue and conduct operations through cost of services, product development, sales and marketing and general and administrative activities, and to further implement our digital asset treasury strategy. Cash used in investing activities has historically been, and is expected to be, impacted significantly by our investments in business combinations, our platform, our infrastructure and equipment for our business offerings, and sale of our investments, and to further implement our digital asset treasury strategy. We expect to make additional strategic acquisitions to further grow our business and continue to implement our digital asset treasury strategy, which may require significant investments, capital raising and/or acquisition of additional debt in the near and long term. Over the next twelve to eighteen months, our net use of our working capital could be substantially higher or lower depending on the number and timing of new live festivals and paid users that we add to our businesses and capital resources needed to implement our digital asset treasury strategy, including for the maximum announced amount.

Current wording

Our cash flows from operating activities are significantly affected by our cash-based investments in our operations, including acquiring live music events and festivals rights, our working capital, corporate infrastructure to support our ability to generate revenue and conduct operations through cost of services, product development, sales and marketing and general and administrative activities. Cash used in investing activities has historically been, and is expected to be, impacted significantly by our investments in business combinations, our platform, our infrastructure and equipment for our business offerings, and sale of our investments. We expect to make additional strategic acquisitions to further grow our business, which may require significant investments, capital raising and/or acquisition of additional debt in the near and long term. Over the next twelve to eighteen months, our net use of our working capital could be substantially higher or lower depending on the number and timing of new live festivals and paid users that we add to our businesses and capital resources needed to implement our growth strategy.

Previous wording

In the future, we may utilize additional commercial financings, bonds, notes, debentures, lines of credit and term loans with a syndicate of commercial banks or other bank syndicates and/or issue equity securities (publicly or privately) for general corporate purposes, including acquisitions and investing in our intangible assets, music equipment, platform and technologies, and to further implement our digital asset treasury strategy. We may also use our current cash and cash equivalents to repurchase some or all of our Debentures, and pay down our debt, in part or in full, subject to repayment limitation set forth in the applicable debt agreements. Management plans to fund our operations over the next twelve months through the combination of improved operating results, spending rationalization, and the ability to access sources of capital such as through the issuance of our equity and/or debt securities. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. We filed a new universal shelf Registration Statement on Form S-3 (the “Shelf S-3”) with the SEC on February 4, 2025, which was declared effective by the SEC on February 17, 2025. Under the Shelf S-3, we have the ability to raise up to $150.0 million in cash from the sale of our equity, debt and/or other financial instruments. In May 2024, we entered into an at-the-market agreement with Roth Capital Partners, LLC ("Roth"), pursuant to which we may, while the Shelf S-3 continues to be effective, offer and sell shares of our common stock having an aggregate offering price of up to $25 million from time to time through Roth acting as our sales agent. As of the filing of this Quarterly Report, we have not sold any shares under such at-the-market agreement.

Current wording

In the future, we may utilize additional commercial financings, bonds, notes, debentures, lines of credit and term loans with a syndicate of commercial banks or other bank syndicates and/or issue equity securities (publicly or privately) for general corporate purposes, including acquisitions and investing in our intangible assets, music equipment, platform and technologies. We may also use our current cash and cash equivalents to repurchase some or all of our Debentures, and pay down our debt, in part or in full, subject to repayment limitation set forth in the applicable debt agreements. Management plans to fund our operations over the next twelve months through the combination of improved operating results, spending rationalization, and the ability to access sources of capital such as through the issuance of our equity and/or debt securities. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. We filed a new universal shelf Registration Statement on Form S-3 (the “Shelf S-3”) with the SEC on February 4, 2025, which was declared effective by the SEC on February 17, 2025. Under the Shelf S-3, we have the ability to raise up to $150.0 million in cash from the sale of our equity, debt and/or other financial instruments, subject to any limitation as applicable under General Instruction I.B.6 of Form S-3. In May 2024, we entered into an at-the-market agreement with Roth Capital Partners, LLC ("Roth"), pursuant to which we may, while the Shelf S-3 continues to be effective, offer and sell shares of our common stock having an aggregate offering price of up to $25 million from time to time through Roth acting as our sales agent. As of the filing of this Quarterly Report, we have not sold any shares under such at-the-market agreement.

Previous wording

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

Current wording

The following table provides information regarding our cash flows for the three months ended June 30, 2026 and 2025 (in thousands):

Previous wording

Cash Flows (Used in) Provided by Operating Activities

Current wording

Cash Flows Used in Operating Activities

Previous wording

Net cash used in operating activities of $8.5 million primarily resulted from our net loss during the period of $13.7 million, which included non-cash charges of $8.9 million largely comprised of depreciation and amortization and stock-based compensation. The remainder of our sources of cash used in operating activities of $3.7 million was from changes in our working capital, primarily from timing of accounts receivable, accounts payable and accrued liabilities, accrued royalties, and deferred revenue.

Current wording

Net cash used in operating activities of $2.1 million primarily resulted from our net loss during the period of $3.1 million, which included non-cash charges of $7.5 million largely comprised of depreciation and amortization and stock-based compensation. The remainder of our sources of cash used in operating activities of $6.5 million was from changes in our working capital, primarily from timing of accounts receivable, accounts payable and accrued liabilities, accrued royalties, and deferred revenue.

Previous wording

Net cash provided by operating activities of $10.6 million primarily resulted from our net loss during the period of $9.5 million, which included non-cash charges of $11.9 million largely comprised of depreciation and amortization, stock-based compensation, change in fair value of derivatives and impairment of intangibles. The remainder of our sources of cash used in operating activities of $8.2 million was from changes in our working capital, primarily from timing of accounts receivable, accounts payable and accrued liabilities, accrued royalties, and deferred revenue.

Current wording

Net cash used in operating activities of $3.0 million primarily resulted from our net loss during the period of $3.9 million, which included non-cash charges of $0.6 million largely comprised of depreciation and amortization and stock-based compensation. The remainder of our sources of cash used in operating activities of $0.2 million was from changes in our working capital, primarily from timing of accounts receivable, accounts payable and accrued liabilities, accrued royalties, and deferred revenue.

Previous wording

Cash Flows Provided by (Used in) Financing Activities

Current wording

Cash Flows Provided by (Used In) Investing Activities

Previous wording

Net cash used in investing activities of $7.5 million was due to the purchase of equipment of $2.5 million and crypto digital assets of $5.0 million during the nine months ended December 31, 2025.

Current wording

Net cash provided by investing activities of $2.1 million was due to the purchase of equipment of $1.0 million and sale of crypto digital assets of $2.9 million during the three months ended June 30, 2026.

Previous wording

Net cash used in investing activities of $2.1 million was due to the purchase of equipment during the nine months ended December 31, 2024.

Current wording

Net cash used in investing activities of $1.0 million was due to the purchase of equipment during the three months ended June 30, 2025.