Form 8-K

8-K — PodcastOne, Inc.

Accession: 0001213900-26-049339

Filed: 2026-04-29

Period: 2026-04-28

CIK: 0001940177

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0288137-8k_podcastone.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED APRIL 28, 2026 (ea028813701ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 28, 2026

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41795

35-2503373

(State or other jurisdiction

of incorporation)

(Commission File Number)

(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 or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Securities registered pursuant to Section

12(g) of the Act: None

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2026, PodcastOne,

Inc. (the “Company”) issued a press release announcing certain preliminary financial results for its fiscal year and quarter

ended March 31, 2026 and other updates. A copy of the press release is attached hereto as Exhibit 99.1.

The Company is in the process

of finalizing its results for its fiscal year and quarter ended March 31, 2026. Such press release contains certain estimated preliminary

unaudited financial results for the Company’s fiscal year and quarter ended March 31, 2026, which are based only on currently available

information as of the date hereof. These results are preliminary and subject to change. The Company’s financial closing procedures

for the fiscal year and quarter ended March 31, 2026 are not yet complete and, as a result, its final results upon completion of its closing

procedures may vary from the estimated select preliminary unaudited results set forth in such press release. In addition, certain statements

set forth in such press release are forward-looking statements. See “Risk Factors,” “Forward-Looking Statements”

and the Company’s financial statements and related notes included in its Annual Report on Form 10-K and its Quarterly Reports on

Form 10-Q for additional information regarding factors that could result in differences between the preliminary estimated financial results

that are presented in such press release and the actual financial results the Company will report. These estimates should not be viewed

as a substitute for the Company’s full financial statements prepared in accordance with generally accepted accounting principles

(“GAAP”). Accordingly, you should not place undue reliance on these preliminary unaudited results.

Additionally, the estimates

reported in such press release include the presentation of EBITDA, which is a non-GAAP financial measure. In addition to reporting the

Company’s financial information using GAAP, management believes that certain non-GAAP measures, including EBITDA, provide investors

with important perspectives into the Company’s ongoing business performance. The Company does not intend for the non-GAAP measures

to be considered in isolation or as a substitute for the related GAAP measures. Other companies may define and calculate the measures

differently than the Company does, limiting the usefulness of the measures for comparison with other companies.

All of the estimated preliminary

unaudited financial information set forth in such press release has been prepared by and is the responsibility of the Company’s

management and has not been audited, reviewed or compiled by the Company’s independent registered public accounting firm, Macias

Gini & O’Connell LLP (“MGO”). Accordingly, MGO does not express an opinion or any other form of assurance with respect

thereto.

The information included

herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except

as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The information described under Item 2.02 above

is incorporated by reference in this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

99.1*

Press release, dated April 28, 2026.

104*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Furnished herewith.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

PODCASTONE, INC.

Dated: April 29, 2026

By:

/s/ Ryan Carhart

Name:

Ryan Carhart

Title:

Chief Financial Officer

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Exhibit 99.1

PodcastOne (Nasdaq:

PODC) Anticipates Record FY 2026 Results of $61M+ Revenue and $6.3M+ Adjusted EBITDA*, Up +1,476% YOY

FY 2026 Q4: $15M+ Revenue

and $2.3M+ Adjusted EBITDA*, Up +175% QoQ

LiveOne (Nasdaq: LVO)

Has Acquired 2.3M PODC Shares Since Going Public, Bringing Total LVO Ownership to 19.3M PODC Shares

LOS ANGELES, April 28, 2026 -- PodcastOne

(Nasdaq: PODC), a leading podcast publisher and sales network and subsidiary of LiveOne (Nasdaq: LVO), today announced that it anticipates

record financial results for fiscal year 2026.

“Fiscal 2026 has been a transformational

year for PodcastOne, with anticipated record revenue and profitability driven by disciplined execution and expanding demand for our content

and advertising solutions,” said Robert Ellin, Chairman and CEO of LiveOne. “PodcastOne remains focused on scaling its platform,

enhancing monetization opportunities, and delivering premium content to a growing global audience.”

About PodcastOne, Inc.

PodcastOne (NASDAQ:

PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive 360-degree solution in sales, marketing,

public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads with a community of 200 top podcasters,

including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, A&E’s Cold Case Files, and Varnamtown. PodcastOne has built

a distribution network reaching over 1 billion monthly impressions across all channels, including YouTube, Spotify, Apple Podcasts, and

iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which offers fully customizable production packages for

brands, professionals, or hobbyists. For more information, visit www.podcastone.com and follow us on Facebook, Instagram, YouTube,

and X at @podcastone.

Forward-Looking Statements

All

statements other than statements of historical facts contained in this press release are “forward-looking statements,” which

may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will

likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,”

“intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,”

“target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties

and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by

such statements, including: LiveOne’s reliance on its largest OEM customer for a substantial percentage of its revenue; LiveOne’s

and PodcastOne’s ability to consummate any proposed financing, acquisition, merger, distribution or other 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, merger, special

dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability

to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its listeners; PodcastOne

identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s

common stock from time to time under LiveOne’s announced stock repurchase program and the timing, price, and quantity of repurchases,

if any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully

implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with

industry stakeholders; LiveOne’s ability to repay its indebtedness when due; LiveOne’s ability to satisfy the conditions

for closing on its announced additional convertible debentures financing; LiveOne’s ability to implement its recently announced

digital assets treasury strategy and/or purchase digital assets from time to time pursuant to such strategy, including for up to the

maximum announced amount, and other risks related to such strategy; uncertain and unfavorable outcomes in legal proceedings and/or PodcastOne’s

and/or LiveOne’s 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 PodcastOne, LiveOne and/or LiveOne’s other subsidiaries; and

other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Annual Report on Form 10-K

for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025,

PodcastOne’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 14, 2025, and

in PodcastOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof,

and PodcastOne disclaims any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking

statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

Use of Non-GAAP Financial

Measures*

To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting

principles generally accepted in the United States of America (“GAAP”), we present Contribution Margin (Loss) and Adjusted

Earnings Before Interest Tax Depreciation and Amortization (“Adjusted EBITDA”), which are non-GAAP financial measures, as

measures of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from,

or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance measures derived in accordance

with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.

We use Contribution Margin (Loss) and Adjusted

EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists

investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect

operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported

results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance

measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly,

Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other

measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted

EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

Contribution Margin (Loss) is defined as Revenue

less Cost of Sales before (a) Cost of Sales share-based compensation expense, (b) depreciation, and (c) amortization of developed technology.

Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and

before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional

fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable

to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for

legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and

a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, and (e) certain stock-based

compensation expense. Management does not consider these costs to be indicative of our core operating results.

With respect to projected full fiscal year

2026 Adjusted EBITDA, quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity

and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded

from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant,

impact on our future GAAP financial results.

For more information on these non-GAAP financial

measures, please see the tables entitled “Reconciliation of Non-GAAP Measure to GAAP Measure” included at the end of this

release.

PodcastOne Press Contact:

(310) 246-4600

Susan@Guttmanpr.com

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