podc20241231

podc20241231_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 001-41795

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

Delaware		35-2503373
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

345 North Maple Drive, Suite 295 Beverly Hills, CA		90212
(Address of principal executive offices)		(Zip Code)

(310) 858-0888

(Registrant’s telephone number, including area code)

269 S. Beverly Dr., Suite #1450

Beverly Hills. CA 90212

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00001 par value per share		PODC		The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant is required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of February 10, 2025, there were 24,896,527 shares of the registrant’s common stock, $0.00001 par value per share, issued and outstanding.

Table of Contents

PODCASTONE, INC.

TABLE OF CONTENTS

			Page
PART I — FINANCIAL INFORMATION			F-1

	Item 1.	Financial Statements	F-1

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

	Item 4.	Controls and Procedures	16

PART II — OTHER INFORMATION			18

	Item 1.	Legal Proceedings	18

	Item 1A.	Risk Factors	18

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

	Item 3.	Defaults Upon Senior Securities	22

	Item 4.	Mine Safety Disclosures	22

	Item 5.	Other Information	22

	Item 6.	Exhibits	23

		Signatures	24

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

	Page
Condensed Consolidated Balance Sheets as of December 31, 2024 (unaudited) and March 31, 2024	F-2

Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2024 and 2023 (unaudited)	F-3

Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended December 31, 2024 and 2023 (unaudited)	F-4

Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and 2023 (unaudited)	F-5

Notes to the Condensed Consolidated Financial Statements (unaudited)	F-6 – F-21

F-1

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PODCASTONE, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except share and per share amounts)

	*December 31,*			*March 31,*
	*2024*			*2024*
	(Unaudited)			(Audited)
Assets
Current Assets
Cash and cash equivalents	$	572		$	1,445
Accounts receivable, net		5,826			6,023
Prepaid expense and other current assets		237			1,105
Total Current Assets		6,635			8,573
Property and equipment, net		269			309
Goodwill		12,041			12,041
Intangible assets, net		1,373			3,145
Related party receivable		315			57
Total Assets	$	20,633		$	24,125

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	$	4,826		$	7,383
Related party payable		797			315
Total Current Liabilities		5,623			7,698
Other long-term liabilities		-			86
Total Liabilities		5,623			7,784

Commitments and Contingencies

Stockholders’ Equity
Common stock, $0.00001 par value; 100,000,000 shares authorized; 24,846,839 and 23,608,049 shares issued and outstanding as of December 31, 2024 and March 31, 2024, respectively		-			-
Additional paid in capital		49,239			45,952
Accumulated deficit		(34,229	)		(29,611	)
Total stockholders’ equity		15,010			16,341
Total Liabilities and Stockholders’ Equity	$	20,633		$	24,125

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

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PODCASTONE, INC.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share amounts)

	*Three Months Ended*						*Nine Months Ended*
	*December 31,*						*December 31,*
	*2024*			*2023*			*2024*			*2023*

Revenue:	$	12,710		$	10,442		$	38,022		$	31,595

Operating expenses:
Cost of sales		11,983			9,387			34,834			26,666
Sales and marketing		894			732			2,618			3,433
Product development		9			15			40			70
General and administrative		1,281			2,601			4,130			4,736
Impairment of intangible assets		-			-			176			-
Amortization of intangible assets		125			307			830			523
Total operating expenses		14,292			13,042			42,628			35,428
(Loss) income from operations		(1,582	)		(2,600	)		(4,606	)		(3,833	)

Other income (expense):
Interest expense, net		-			-			-			(2,247	)
Change in fair value of bifurcated embedded derivatives		-			-			-			(7,603	)
Total other (expense) income, net		-			-			-			(9,850	)

Loss before provision for income taxes		(1,582	)		(2,600	)		(4,606	)		(13,683	)

Provision for income taxes		1			-			12			-
Net loss	$	(1,583	)	$	(2,600	)	$	(4,618	)	$	(13,683	)

Net loss per share – basic and diluted	$	(0.06	)	$	(0.11	)	$	(0.19	)	$	(0.64	)
Weighted average common shares – basic and diluted		24,535,258			23,072,179			24,133,630			21,252,375

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

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PODCASTONE, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited, in thousands, except share and per share amounts)

					*Additional*					*Total*
	*Common Stock*				*Paid in*		*Accumulated*			*Stockholders’*
	*Shares*		*Amount*		*Capital*		*Deficit*			*Equity*
Balance as of March 31, 2024		23,608,049	$	-	$	45,952	$	(29,611	)	$	16,341
Stock-based compensation		-		-		220		-			220
Vested employee restricted stock units		40,625		-		-		-			-
Contribution from parent		-		-		174		-			174
Common stock issued for services		143,093		-		305		-			305
Net loss		-		-		-		(1,366	)		(1,366	)
Balance as of June 30, 2024		23,791,767	$	-	$	46,651	$	(30,977	)	$	15,674
Stock-based compensation		-		-		600		-			600
Vested employee restricted stock units		97,085		-

SEC Form 10-Q filed by PodcastOne Inc.