podc20250930

podc20250930_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 September 30, 2025

☐ 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		90210
(Address of principal executive offices)		(Zip Code)

(310) 858-0888

(Registrant’s telephone number, including area code)

n/a

(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 November 12, 2025, there were 26,910,733 shares of the registrant’s common stock, $0.00001 par value per share, issued and outstanding.

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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	17

	Item 4.	Controls and Procedures	17

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	20

	Item 3.	Defaults Upon Senior Securities	21

	Item 4.	Mine Safety Disclosures	21

	Item 5.	Other Information	21

	Item 6.	Exhibits	22

		Signatures	23

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

	Page
Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and March 31, 2025	F-2

Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2025 and 2024 (unaudited)	F-3

Condensed Consolidated Statement of Stockholders’ Equity for the six months ended September 30, 2025 and 2024 (unaudited)	F-4

Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2025 and 2024 (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)

	*September 30,*			*March 31,*
	*2025*			*2025*
	(Unaudited)			(Audited)
Assets
Current Assets
Cash and cash equivalents	$	2,747		$	1,079
Accounts receivable, net		6,142			6,246
Prepaid expense and other current assets		289			230
Total Current Assets		9,178			7,555
Property and equipment, net		50			59
Goodwill		12,041			12,041
Intangible assets, net		935			1,186
Related party receivable		366			354
Total Assets	$	22,570		$	21,195

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	$	7,329		$	5,539
Related party payable		528			514
Total Current Liabilities		7,857			6,053
Total Liabilities		7,857			6,053

Commitments and Contingencies

Stockholders’ Equity
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2025 and March 31, 2025 respectively		-			-
Common stock, $0.00001 par value; 100,000,000 shares authorized; 26,880,256 and 26,016,107 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively		-			-
Additional paid in capital		52,811			51,211
Accumulated deficit		(38,098	)		(36,069	)
Total stockholders’ equity		14,713			15,142
Total Liabilities and Stockholders’ Equity	$	22,570		$	21,195

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*						*Six Months Ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*

Revenue:	$	15,156		$	12,154		$	30,150		$	25,312

Operating expenses:
Cost of sales		13,543			11,142			27,097			22,851
Sales and marketing		678			877			1,557			1,724
Product development		11			13			23			31
General and administrative		1,774			1,452			3,252			2,849
Amortization of intangible assets		125			328			250			705
Impairment of intangible assets		-			-			-			176
Total operating expenses		16,131			13,812			32,179			28,336
Loss from operations		(975	)		(1,658	)		(2,029	)		(3,024	)

Other income (expense):
Total other (expense) income, net		-			-			-			-

Loss before provision for income taxes		(975	)		(1,658	)		(2,029	)		(3,024	)

Provision for income taxes		-			11			-			11
Net loss	$	(975	)	$	(1,669	)	$	(2,029	)	$	(3,035	)

Net loss per share – basic and diluted	$	(0.04	)	$	(0.07	)	$	(0.08	)	$	(0.13	)
Weighted average common shares – basic and diluted		26,506,636			24,162,612			26,291,453			23,991,772

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, 2025		26,016,107	$	-	$	51,211	$	(36,069	)	$	15,142
Stock-based compensation		-		-		66		-			66
Contribution from parent		237,113		-		460		-			460
Common stock issued for services		63,542		-		102		-			102
Net loss		-		-		-		(1,054	)		(1,054	)
Balance as of June 30, 2025		26,316,762	$	-	$	51,839	$	(37,123	)	$	14,716
Stock-based compensation		-		-		353		-			353
Contribution from parent		347,305		-		580		-			580
Vested employee restricted stock units		107,750		-		-		-			-
Common stock issued for services		108,439		-		39		-			39
Net loss		-		-		-		(975	)		(975	)
Balance as of September 30, 2025		26,880,256	$	-	$	52,811	$	(38,098	)	$	14,713

					*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		-		-		-			-
Contribution from parent		424,000		-		736		-			736
Common stock issued for services		91,335		-		138		-			138
Net loss		-		-		-		(1,669	)		(1,669	)
Balance as of September 30, 2024		24,404,187	$	-	$	48,125	$	(32,646	)	$	15,479

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

F-4

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PODCASTONE, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	*Six Months Ended*
	*September 30,*
	*2025*			*2024*
Cash Flows from Operating Activities:
Net loss	$	(2,029	)	$	(3,035	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		372			837
Stock-based compensation		3,395			1,263
Impairment of intangibles		-			176
(Reversal of) Provision for credit losses		132			(5	)
Changes in operating assets and liabilities:
Accounts receivable		(28	)		(296	)
Prepaid expenses and other current assets		(59	)		444
Related party receivables/payables		1,041			1,305
Accounts payable and accrued liabilities		(1,044	)		(644	)
Net cash provided by operating activities		1,780			45

Cash Flows from Investing Activities:
Purchases of property and equipment		(112	)		(135	)
Net cash used in investing activities		(112	)		(135	)

Net change in cash and cash equivalents		1,668			(90	)
Cash and cash equivalents, beginning of period		1,079			1,445
Cash and cash equivalents, end of period	$	2,747		$	1,355

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Common stock accrued for to repay with intercompany balance	$	1,040		$	910
Accrued expenses written off associated with intangible asset impairment	$	-		$	118

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

F-5

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PODCASTONE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended September 30, 2025 and 2024

Note 1 — Organization and Basis of Presentation

Organization

PodcastOne, Inc. (“we,” “us,” “our”, the “Company” or “PodcastOne”), is a Delaware corporation headquartered in Beverly Hills, California. The Company is a leading podcast platform and publisher that makes its content available to audiences via all podcasting distribution platforms, including its website (www.podcastone.com), its PodcastOne app, Apple Podcasts, Spotify, Amazon Music and more.

The Company was incorporated in the State of Delaware on February 25, 2014, and is a majority owned subsidiary of LiveOne, Inc. (“LiveOne”), a Nasdaq listed company. On July 1, 2020, LiveOne through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., acquired the Company. Acquisitions are included in the Company’s financial statements from the date of the acquisition. The Company uses purchase accounting for its acquisitions, which results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. In connection with the acquisition, the accounts of the Company were adjusted using the push down basis of accounting to recognize the allocation of the net assets acquired which was determined to be $16.1 million. In accordance with the push down basis of accounting, the Company’s net assets were adjusted to their fair values as of the date of the acquisition based upon an independent appraisal. The Company has two wholly owned subsidiaries, Courtside, LLC, a Delaware limited liability company, and PodcastOne Sales, LLC, a California limited liability company.

Basis of Presentation

The results of operations and financial position of the Company are consolidated with LiveOne’s financial statements and these financial statements have been derived as if the Company had operated on a standalone basis during the three and six months ended September 30, 2025 and 2024. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2025, and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s interim unaudited condensed consolidated financial statements for the three and six months ended September 30, 2025. The amounts recorded for related party transactions with LiveOne may not be considered arm’s length transactions and therefore, the financial statements may not necessarily reflect the Company’s results of operations, financial position and cash flows had the Company engaged in such transactions with an unrelated third party during the six months ended September 30, 2025 and 2024. Accordingly, the Company’s historical financial information is not necessarily indicative of what the Company’s results of operations, financial position and cash flows will be in the future, if and when the Company contracts at arm’s length with unrelated third parties for services they receive from LiveOne. The results for the three and six months ended September 30, 2025 are not necessarily indicative of the results expected for the full fiscal year ending March 31, 2026 (“fiscal 2026”). The condensed consolidated balance sheet as of March 31, 2025 has been derived from the Company’s audited balance sheet included in the Company’s Annual Report on Form 10-K (the "Annual Report"), filed with the United States Securities and Exchange Commission (the “SEC”) on July 2, 2025.

The interim unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with Article 10 of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete audited financial statements. Therefore, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Annual Report.

Going Concern and Liquidity

The Company’s interim unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

The Company’s principal sources of liquidity have historically been its debt issuances and its cash and cash equivalents (which cash and cash equivalents amounted to $2.7 million as of September 30, 2025). The Company has an accumulated deficit of $38.1 million and working capital of $1.3 million as of September 30, 2025. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements are filed. The Company’s interim unaudited 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 the Company be unable to continue as a going concern.

F- 6

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The Company is looking for additional financing sources to attempt to secure additional interim financing, which is needed to continue its current level of business operations and satisfy its current obligations, unless such financing is provided by LiveOne, if at all. In the absence of additional sources of liquidity, management anticipates that existing cash resources will not be sufficient to meet current operating and liquidity needs beyond November 2026. There is no assurance that management will be able to obtain additional liquidity or be successful in raising additional funds or that such required funds, if available, or that LiveOne will provide any financing to the Company, if at all, or that any such financing will be available on attractive terms or that it will not have a significant dilutive effect on the Company’s existing stockholders. In addition, management is unable to determine at this time whether any of these potential sources of liquidity will be adequate to support the Company’s future business operations. While the Company does not currently anticipate delays or hindrances to its current business operations and initiatives schedule due to liquidity constraints, without additional funding the Company may not be able to continue its current level of business operations in the future. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

Principles of Consolidation

The Company's interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Acquisitions are included in the Company’s interim audited condensed consolidated financial statements from the date of the acquisition. The Company uses purchase accounting for its acquisitions, which results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany balances and transactions have been eliminated in consolidation

SEC Form 10-Q filed by PodcastOne Inc.