PodcastOne, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuance of Unregistered Securities

Other than as set forth below and as reported in our Current Reports on Form 8-K, there have been no other sales or issuances of unregistered securities during the period covered by this Quarterly Report that were not registered under the Securities Act.

During the three months ended June 30, 2026, we issued 201,145 shares of our common stock valued at $0.9 million to various consultants. We valued these shares at prices between $2.89 and $3.98 per share, the market price of our common stock on the date of issuance.

During the three months ended June 30, 2025, we issued 63,542 shares of our common stock valued at $0.1 million to various consultants. We valued these shares at prices between $1.79 and $1.98 per share, the market price of our common stock on the date of issuance.

We believe the offers, sales and issuances of the securities described above were made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder and involved a transaction by an issuer not involving any public offering. Each of the recipients of securities in any transaction exempt from registration either received or had adequate access, through employment, business or other relationships, to information about us.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

• Represents LiveOne’s announced repurchase program pursuant to which LiveOne may repurchase shares of its and/or our common stock.

** See Note 10 - Stockholders' Equity under the header Issuance of Common Stock to PodcastOne Service Providers for settlement of the Company's non-employee shares during the quarter ended June 30, 2026.