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What changed in LiveOne, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LiveOne, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+579 added−543 removedSource: 10-K (2025-07-15) vs 10-K (2024-07-01)

Top changes in LiveOne, Inc.'s 2025 10-K

579 paragraphs added · 543 removed · 389 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThrough the operations of our DayOne Music Publishing, Drumify and Splitmind subsidiaries, we operate our music publishing and artist and brand development businesses. During the fiscal year ended March 31, 2024, our membership services eclipsed 2,750,000 paid members and approximately 0.9 million monthly active users (“MAUs”) across our audio services.
Biggest changeThrough the operations of our DayOne Music Publishing, Drumify and Splitmind subsidiaries, we operate our music publishing and artist and brand development businesses.
Adori’s unique YouTube integration technology allows podcast hosts and networks to seamlessly import episodes from RSS feeds, enhance them with visual elements and upload enriched assets directly to YouTube.
Adori’s unique YouTube integration technology allows podcast hosts and networks to seamlessly import episodes from RSS feeds, enhance them with visual elements and upload enriched assets directly to YouTube.
Adori’s patented technology embeds contextual visuals, multi-format ads, augmented reality (“AR”) experiences, buy buttons, polls, and other “call to action” features in the audio creating a more enhanced and richer listener experience. In creating visually enhanced podcasts, Adori’s YouTube product provides additional monetization avenues for PodcastOne’s slate of original programming, increased discoverability and search engine optimization presence.
Adori’s patented technology embeds contextual visuals, multi-format ads, augmented reality (“AR”) experiences, buy buttons, polls, and other “call to action” features in the audio creating a more enhanced and richer listener experience. In creating visually enhanced podcasts, Adori’s YouTube product provides additional monetization avenues for PodcastOne’s slate of original programming, increased discoverability and search engine optimization presence.
LiveOne enhances the experience by granting audiences access to premium original content, artist exclusives and industry interviews. Our LiveOne application offers users access to live events, audio streams with access to millions of songs and hundreds of expert-curated radio platforms and stations, original episodic content, podcasts, vodcasts, video on demand, real-time livestreams, and social sharing of content.
(“CPS”). LiveOne enhances the experience by granting audiences access to premium original content, artist exclusives and industry interviews. Our LiveOne application offers users access to live events, audio streams with access to millions of songs and hundreds of expert-curated radio platforms and stations, original episodic content, podcasts, vodcasts, video on demand, real-time livestreams, and social sharing of content.
At March 31, 2024, we operated four core integrated services: (1) one of the industry’s leading online live music streaming platforms (LiveOne), (2) a fully integrated membership and advertising streaming music service Slacker operating as LiveOne powered by Slacker, (3) a leading podcasting platform operating as PodcastOne (“PodcastOne”), and (4) a retailer and wholesaler of personalized merchandise and gifts operating as Custom Personalization Solutions, Inc.
At March 31, 2025, we operated four core integrated services: (1) one of the industry’s leading online live music streaming platforms (LiveOne), (2) a fully integrated membership and advertising streaming music service Slacker operating as LiveOne powered by Slacker, (3) a leading podcasting platform operating as PodcastOne (“PodcastOne”), and (4) a retailer and wholesaler of personalized merchandise and gifts operating as Custom Personalization Solutions, Inc.
Technology We own 39 registered or pending patents on our streaming Internet radio services, including patents over playback of digital media content, method for providing user personalized content, systems for portable personalized radio, method for interactive distribution of digital content and systems for scoring and raking digital content based on activity of network users.
Technology We own 46 registered or pending patents on our streaming Internet radio services, including patents over playback of digital media content, method for providing user personalized content, systems for portable personalized radio, method for interactive distribution of digital content and systems for scoring and raking digital content based on activity of network users.
In order to do so, we seek to provide a work environment that creates a diverse, inclusive and supportive workplace, with opportunities for our employees to grow and develop in their careers, which is supported by competitive compensation, benefits, and health and wellness programs. 11 Table of Contents Workforce Composition As of March 31, 2024, we had a total of 140 employees as well as other persons who provide to us consulting and other services, including through our subsidiaries.
In order to do so, we seek to provide a work environment that creates a diverse, inclusive and supportive workplace, with opportunities for our employees to grow and develop in their careers, which is supported by competitive compensation, benefits, and health and wellness programs. 11 Table of Contents Workforce Composition As of March 31, 2025, we had a total of 113 employees as well as other persons who provide to us consulting and other services, including through our subsidiaries.
Android Automotive continues to see wide adoption from virtually all the major automotive OEMs including Ford, GMC, Dodge, Chrysler, Volvo, Polestar, Ford, Lincoln, Chevrolet, Nissan, Volkswagen, Mitsubishi, and others. For the fiscal year ended March 31, 2024 and 2023, we had one single customer that represented approximately 51% and 44% of our total consolidated revenue in the period, respectively.
Android Automotive continues to see wide adoption from virtually all the major automotive OEMs including Ford, GMC, Dodge, Chrysler, Volvo, Polestar, Ford, Lincoln, Chevrolet, Nissan, Volkswagen, Mitsubishi, and others. For the fiscal year ended March 31, 2025 and 2024, we had one single customer that represented approximately 45% and 51% of our total consolidated revenue in the period, respectively.
Moreover, we plan to drive more audience to our Music Services platform as we grow our streamed live events, helping us leverage and lower our overall marketing spending and drive more user growth. Approximately 56% and 53% of our revenue for the years ended March 31, 2024 and 2023, respectively, was from our membership services platform.
Moreover, we plan to drive more audience to our Music Services platform as we grow our streamed live events, helping us leverage and lower our overall marketing spending and drive more user growth. Approximately 50% and 56% of our revenue for the years ended March 31, 2025 and 2024, respectively, was from our membership services platform.
According to Edison One and Triton Digital, an estimated 125 million people listened to a podcast each month in 2023 and is expected to reach 135 million in 2024. As podcast listening grows, the addressable market for podcast advertising spend continues to grow.
According to Edison One and Triton Digital, an estimated 135 million people listened to a podcast each month in 2024 and is expected to reach 158 million in 2025. As podcast listening grows, the addressable market for podcast advertising spend continues to grow.
The fees generated from any advertising, sponsored content, VOD/PPV and other services are generally subject to the aforementioned revenue sharing arrangements with certain artists, festival owners and/or music right holders, when applicable. Our Industry Globally, its estimated that recorded music revenues increased to $28.6 billion in 2023, up 10.0% year over year.
The fees generated from any advertising, sponsored content, VOD/PPV and other services are generally subject to the aforementioned revenue sharing arrangements with certain artists, festival owners and/or music right holders, when applicable. Our Industry Globally, it's estimated that recorded music revenues increased to $29.6 billion in 2024, up 4.8% year over year.
We own one of the largest networks of podcast content in North America, which has over 300 exclusive podcast shows that produces over 300 episodes per week and has generated over 3.6 billion downloads during the year ended March 31, 2024.
We own one of the largest networks of podcast content in North America, which has over 200 exclusive podcast shows that produces over 300 episodes per week and has generated over 204 million downloads during the year ended March 31, 2025.
In 2023, streaming revenue was $19.3 billion or approximately 67% of global music sales, and we further expect paid streaming users to surpass 1.2 billion by 2030.
According to vinylmeplease.com, in 2024, streaming revenue was $20.4 billion or approximately 69% of global music sales, and we further expect paid streaming users to surpass 1.2 billion by 2030.
PricewaterhouseCoopers estimated that podcast advertising spend was $2.8 billion in 2023 and is slated to reach $3.3 billion by 2024, annual growth of nearly 23% per their 2023 Global Entertainment and Media Outlook Report.
PricewaterhouseCoopers estimated that podcast advertising spend was $2.43 billion in 2024 and is slated to reach $4.6 billion by 2025.
Removed
(“CPS”). LiveOne is the first ‘live social music network, delivering premium live-streamed, digital audio and on-demand music experiences from the world’s top music festivals, concerts and events, including having worked with Rock in Rio, Electronic Daisy Carnival (“EDC”) Las Vegas, iHeartRadio’s Wango Tango and many more.
Added
On February 28, 2023, we acquired a majority interest in Splitmind LLC and Drumify LLC. On September 8, 2023, PodcastOne completed a Qualified Event (as defined below) (its spin out from the Company to become a standalone publicly trading company) as a result of its direct listing on The NASDAQ Capital Market on such date (the "Direct Listing").
Removed
Included in the total number as of March 31, 2024 are certain members which are the subject of a contractual dispute. We are currently not recognizing revenue related to these members.
Removed
We use MAUs, which is a non-GAAP financial measure, as a measure of our audience reach and define a MAU as a user of one of our platforms who has logged in and visited our music membership platform, as a unique user, on the day of measurement.
Removed
In April 2021, we announced an agreement with Samsung for all PodcastOne distributed content to be available via the Listen tab on Samsung TV.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeGiven uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. 33 Table of Contents Risks Related to Our Company For the years ended March 31, 2024 and 2023, our management concluded that our disclosure controls and procedures and our internal control over financial reporting were not effective due to the existence of material weaknesses in our internal control over financial reporting during such periods.
Biggest changeIn others, the laws may be nascent or non-existent. Given uncertainty around these rules, including changing interpretations, amendments or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.
However, on December 14, 2017, the FCC voted to repeal the “open Internet rules” and as a result, broadband services are now subject to less U.S. federal regulation.
However, on December 14, 2017, the FCC voted to repeal the “open Internet rules” and as a result, broadband services are now subject to less U.S. federal regulation.
Additionally, as part of its Digital Single Market initiative, the EU may impose network security, disability access, or 911-like obligations on “over-the-top” services such as those provided by us, which could increase our costs.
Additionally, as part of its Digital Single Market initiative, the EU may impose network security, disability access, or 911-like obligations on “over-the-top” services such as those provided by us, which could increase our costs.
If the EU or the courts modify these open Internet rules, mobile providers may be able to limit our users’ ability to access our platforms or make them a less attractive alternative to our competitors’ applications. If that occurs, our business, operating results and financial condition would be seriously harmed.
If the EU or the courts modify these open Internet rules, mobile providers may be able to limit our users’ ability to access our platforms or make them a less attractive alternative to our competitors’ applications. If that occurs, our business, operating results and financial condition would be seriously harmed.
Online platforms also may unilaterally impose certain requirements that negatively affect our ability to convert users to the premium service, such as conditions that limit our freedom to communicate promotions and offers to our users.
Online platforms also may unilaterally impose certain requirements that negatively affect our ability to convert users to the premium service, such as conditions that limit our freedom to communicate promotions and offers to our users.
For example, we have detected instances of third parties seeking to provide mobile device users a means to suppress advertisements without payment and gain access to features only available to the ad-supported services.
For example, we have detected instances of third parties seeking to provide mobile device users a means to suppress advertisements without payment and gain access to features only available to the ad-supported services.
Such laws and regulations include, but are not limited to, labor, advertising and marketing, real estate, taxation, user privacy, data collection and protection, intellectual property, anti-corruption, anti-money laundering, foreign exchange controls, antitrust and competition, electronic contracts, telecommunications, sales procedures, automatic membership renewals, credit card processing procedures, consumer protections, broadband Internet access and content restrictions.
Such laws and regulations include, but are not limited to, labor, advertising and marketing, real estate, taxation, user privacy, data collection and protection, intellectual property, anti-corruption, anti-money laundering, foreign exchange controls, antitrust and competition, electronic contracts, telecommunications, sales procedures, automatic membership renewals, credit card processing procedures, consumer protections, broadband Internet access and content restrictions.
Further, compliance with laws, regulations, and other requirements imposed upon our business may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business.
Further, compliance with laws, regulations, and other requirements imposed upon our business may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business.
Moreover, as Internet commerce continues to evolve, increasing regulation by U.S. federal and state agencies and other international regulators becomes more likely and may lead to more stringent consumer protection laws, which may impose additional burdens on us.
Moreover, as Internet commerce continues to evolve, increasing regulation by U.S. federal and state agencies and other international regulators becomes more likely and may lead to more stringent consumer protection laws, which may impose additional burdens on us.
If PodcastOne fails to maintain or grow podcasting and advertising and e-commerce merchandise revenue, our financial results may be adversely affected. ● PodcastOne faces and will continue to face competition for listeners and listener listening time. ● PodcastOne's business is dependent upon the performance of the podcasts and their talent. ● If PodcastOne fails to increase the number of listeners consuming its podcast content, our business, financial condition and results of operations may be adversely affected. ● PodcastOne's podcasting revenue and operating results are highly dependent on the overall demand for advertising. ● PodcastOne relies on integrations with advertising platforms, demand-side platforms (“DSPs”), proprietary platforms and ad servers, over which we exercise very little control. 15 Table of Contents Risks Related to Our E-commerce Merchandising Business ● Our business is affected by seasonality, which could result in fluctuations in our operating results. ● We are subject to data security and privacy risks that could negatively affect our results, operations or reputation. ● Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our sites and our financial results.
If PodcastOne fails to maintain or grow podcasting and advertising revenue, our financial results may be adversely affected. ● PodcastOne faces and will continue to face competition for listeners and listener listening time. ● PodcastOne's business is dependent upon the performance of the podcasts and their talent. ● If PodcastOne fails to increase the number of listeners consuming its podcast content, our business, financial condition and results of operations may be adversely affected. ● PodcastOne's podcasting revenue and operating results are highly dependent on the overall demand for advertising. ● PodcastOne relies on integrations with advertising platforms, demand-side platforms (“DSPs”), proprietary platforms and ad servers, over which we exercise very little control. 15 Table of Contents Risks Related to Our E-commerce Merchandising Business ● Our business is affected by seasonality, which could result in fluctuations in our operating results. ● We are subject to data security and privacy risks that could negatively affect our results, operations or reputation. ● Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our sites and our financial results.
Our substantial debt combined with our other financial obligations and contractual commitments could have other significant adverse consequences, including: ● requiring us to dedicate a substantial portion of cash flow from operations to the payment of interest on, and principal of, our debt, which will reduce the amounts available to fund working capital, capital expenditures, product development efforts and other general corporate purposes; ● increasing our vulnerability to adverse changes in general economic, industry and market conditions; ● obligating us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing; ● limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and ● placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.
Our substantial debt combined with our other financial obligations and contractual commitments could have other significant adverse consequences, including: ● requiring us to dedicate a substantial portion of cash flow from operations to the payment of interest on, redemption and principal of, our debt, which will reduce the amounts available to fund working capital, capital expenditures, product development efforts and other general corporate purposes; ● increasing our vulnerability to adverse changes in general economic, industry and market conditions; ● obligating us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing; ● limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and ● placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.
In connection with future acquisitions, we could take certain actions that could adversely affect our business, including: ● using a significant portion of our available cash; ● issuing equity securities, which would dilute current stockholders’ percentage ownership; ● incurring substantial debt; ● incurring or assuming contingent liabilities, known or unknown; ● incurring amortization expenses related to intangibles; and ● incurring large accounting write-offs or impairments. 45 Table of Contents We may also enter into joint ventures, which involve certain unique risks, including, among others, risks relating to the lack of full control of the joint venture, potential disagreements with our joint venture partners about how to manage the joint venture, conflicting interests of the joint venture, requirement to fund the joint venture and its business not being profitable.
In connection with future acquisitions, we could take certain actions that could adversely affect our business, including: ● using a significant portion of our available cash; ● issuing equity securities, which would dilute current stockholders’ percentage ownership; ● incurring substantial debt; ● incurring or assuming contingent liabilities, known or unknown; ● incurring amortization expenses related to intangibles; and ● incurring large accounting write-offs or impairments. 42 Table of Contents We may also enter into joint ventures, which involve certain unique risks, including, among others, risks relating to the lack of full control of the joint venture, potential disagreements with our joint venture partners about how to manage the joint venture, conflicting interests of the joint venture, requirement to fund the joint venture and its business not being profitable.
Any failure, or perceived failure, by us or the prior owners of acquired businesses to maintain the privacy of data relating to our users (including disclosing data in a manner that was objectionable to our users), to comply with our posted privacy policies, our predecessors’ posted policies, laws and regulations, rules of self-regulatory organizations, industry standards and contractual provisions to which we or they may be bound, could result in the loss of confidence in us, or result in actions against us by governmental entities or others, all of which could result in litigation and financial losses, and could potentially cause us to lose users, advertisers, revenue and employees. 49 Table of Contents Our reputation and relationships with members would be harmed if our member data, particularly billing data, were to be accessed by unauthorized persons.
Any failure, or perceived failure, by us or the prior owners of acquired businesses to maintain the privacy of data relating to our users (including disclosing data in a manner that was objectionable to our users), to comply with our posted privacy policies, our predecessors’ posted policies, laws and regulations, rules of self-regulatory organizations, industry standards and contractual provisions to which we or they may be bound, could result in the loss of confidence in us, or result in actions against us by governmental entities or others, all of which could result in litigation and financial losses, and could potentially cause us to lose users, advertisers, revenue and employees. 46 Table of Contents Our reputation and relationships with members would be harmed if our member data, particularly billing data, were to be accessed by unauthorized persons.
If we are unable to compete successfully for listeners against other digital media providers by maintaining and increasing our presence, ease of use, and visibility online, on devices, and in application stores, our number of paid members, free ad-supported users, and the amount of content streamed on our service may fail to increase or may decline and our membership fees and advertising sales may suffer. 52 Table of Contents We compete for a share of advertisers’ overall marketing budgets with other content providers on a variety of factors, including perceived return on investment, effectiveness and relevance of our advertising products, pricing structure, and ability to deliver large volumes or precise types of advertisements to targeted listener demographic pools.
If we are unable to compete successfully for listeners against other digital media providers by maintaining and increasing our presence, ease of use, and visibility online, on devices, and in application stores, our number of paid members, free ad-supported users, and the amount of content streamed on our service may fail to increase or may decline and our membership fees and advertising sales may suffer. 49 Table of Contents We compete for a share of advertisers’ overall marketing budgets with other content providers on a variety of factors, including perceived return on investment, effectiveness and relevance of our advertising products, pricing structure, and ability to deliver large volumes or precise types of advertisements to targeted listener demographic pools.
We may face difficulty in integrating the operations of any businesses we may acquire in the future, such as coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures, the diversion of management’s attention from other business concerns, the inherent risks in entering markets or lines of business in which we have either limited or no direct experience; and the potential loss of key employees, individual service providers, customers and strategic partners of acquired companies. 44 Table of Contents In addition, our growth strategy also includes further development of our online live streamed music network that we intend to integrate across all of our acquired businesses.
We may face difficulty in integrating the operations of any businesses we may acquire in the future, such as coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures, the diversion of management’s attention from other business concerns, the inherent risks in entering markets or lines of business in which we have either limited or no direct experience; and the potential loss of key employees, individual service providers, customers and strategic partners of acquired companies. 41 Table of Contents In addition, our growth strategy also includes further development of our online live streamed music network that we intend to integrate across all of our acquired businesses.
If our ordinary shares were to trade on the over-the-counter market, selling our ordinary shares could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for our Company; and a decreased ability to issue additional securities or obtain additional financing in the future.
If our common stock were to trade on the over-the-counter market, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for our Company; and a decreased ability to issue additional securities or obtain additional financing in the future.
We intend to satisfy our current and future debt service obligations with our existing cash and cash equivalents and funds from external sources, including equity and/or debt financing. However, we may not have sufficient funds or may be unable to arrange for additional financing to pay the amounts due under our existing debt.
We intend to satisfy our current and future debt service obligations with our existing cash and cash equivalents and funds from external sources, including equity and/or debt financings. However, we may not have sufficient funds or may be unable to arrange for additional financing to pay the amounts due under our existing debt.
Due to the nature of our business, we could be accused of infringing on the copyrights of Content Providers or other rights holders, or such persons could attempt to prevent us from otherwise making certain content available to our users. 47 Table of Contents We may not be able to successfully defend against such claims, which may result in a limitation on our ability to use the intellectual property subject to these claims and also might require us to enter into settlement or license agreements, pay costly damage awards or face an injunction prohibiting us from using the affected intellectual property in connection with our services.
Due to the nature of our business, we could be accused of infringing on the copyrights of Content Providers or other rights holders, or such persons could attempt to prevent us from otherwise making certain content available to our users. 44 Table of Contents We may not be able to successfully defend against such claims, which may result in a limitation on our ability to use the intellectual property subject to these claims and also might require us to enter into settlement or license agreements, pay costly damage awards or face an injunction prohibiting us from using the affected intellectual property in connection with our services.
We do not have the right to redeem the Series A Preferred Stock other than our optional right to purchase up to $5,000,000 in aggregate of the outstanding shares of Series A Preferred Stock held by the Harvest Funds, in whole or in part, at a cash redemption price per share of Series A Preferred Stock equal to the Stated Value (as defined in the Certificate of Designation) (the “Redemption Price”). 39 Table of Contents Our quarterly operating results may be volatile and are difficult to predict in the future, and our stock price may decline if we fail to meet the expectations of securities analysts or investors.
We do not have the right to redeem the Series A Preferred Stock other than our optional right to purchase up to $5,000,000 in aggregate of the outstanding shares of Series A Preferred Stock held by the Harvest Funds, in whole or in part, at a cash redemption price per share of Series A Preferred Stock equal to the Stated Value (as defined in the Certificate of Designation) (the “Redemption Price”). 37 Table of Contents Our quarterly operating results may be volatile and are difficult to predict in the future, and our stock price may decline if we fail to meet the expectations of securities analysts or investors.
Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, damage to our reputation and credibility and could have a negative impact on our results of operations, financial condition and cash flows from period to period. 60 Table of Contents Our business may be adversely affected if we are unable to provide our customers a cost-effective shopping platform that is able to respond and adapt to rapid changes in technology.
Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, damage to our reputation and credibility and could have a negative impact on our results of operations, financial condition and cash flows from period to period. 57 Table of Contents Our business may be adversely affected if we are unable to provide our customers a cost-effective shopping platform that is able to respond and adapt to rapid changes in technology.
In addition, the fixed cost nature of these MGs may limit our flexibility in planning for, or reacting to, changes in our business and the market segments in which we operate. 53 Table of Contents PodcastOne relies on estimates of the market share of streamed and/or downloaded content by the provider, as well as its own user growth and forecasted advertising revenue, to forecast whether such MGs could be recouped against its actual content acquisition costs incurred over the duration of the license agreement.
In addition, the fixed cost nature of these MGs may limit our flexibility in planning for, or reacting to, changes in our business and the market segments in which we operate. 50 Table of Contents PodcastOne relies on estimates of the market share of streamed and/or downloaded content by the provider, as well as its own user growth and forecasted advertising revenue, to forecast whether such MGs could be recouped against its actual content acquisition costs incurred over the duration of the license agreement.
If such third parties increase their prices, fail to provide their services effectively, terminate their service or agreements or discontinue their relationships with PodcastOne, it could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations. 55 Table of Contents Streaming depends on effectively working with third-party platforms, operating systems, online platforms, hardware, networks, regulations, and standards PodcastOne does not control.
If such third parties increase their prices, fail to provide their services effectively, terminate their service or agreements or discontinue their relationships with PodcastOne, it could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations. 52 Table of Contents Streaming depends on effectively working with third-party platforms, operating systems, online platforms, hardware, networks, regulations, and standards PodcastOne does not control.
If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock. 69 Table of Contents If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.
If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock. 64 Table of Contents If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.
As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects Because the market value of our common stock held by non-affiliates was less than $250 million as of the last business day of our fiscal quarter ended September 30, 2023, we continue to be a “smaller reporting company” as defined by the SEC’s revised rules.
As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects Because the market value of our common stock held by non-affiliates was less than $250 million as of the last business day of our fiscal quarter ended September 30, 2024, we continue to be a “smaller reporting company” as defined by the SEC’s revised rules.
While we have assessed the use of open source software on our website to ensure that we have not used open source software in a manner that would require us to disclose the source code to the related technology, use requiring such disclosure could inadvertently occur and any requirement to disclose our proprietary source code could be harmful to us. 48 Table of Contents Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.
While we have assessed the use of open source software on our website to ensure that we have not used open source software in a manner that would require us to disclose the source code to the related technology, use requiring such disclosure could inadvertently occur and any requirement to disclose our proprietary source code could be harmful to us. 45 Table of Contents Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.
There can be no assurance that we will be able to comply with the requirements of those operating systems, online platforms, hardware, networks, regulations and standards on which our services depend, and failure to do so could result in serious harm to our business. 56 Table of Contents PodcastOne relies on integrations with advertising platforms, demand-side platforms ( “ DSPs ” ), proprietary platforms and ad servers, over which it exercises very little control.
There can be no assurance that we will be able to comply with the requirements of those operating systems, online platforms, hardware, networks, regulations and standards on which our services depend, and failure to do so could result in serious harm to our business. 53 Table of Contents PodcastOne relies on integrations with advertising platforms, demand-side platforms ( “ DSPs ” ), proprietary platforms and ad servers, over which it exercises very little control.
If advertisers, partners, or investors do not perceive our listener, geographic or other demographic metrics to be accurate representations of our listener base, or if PodcastOne discovers material inaccuracies in its listener, geographic or other demographic metrics, our reputation may be seriously harmed, which could have an adverse impact on our business, operating results, and financial condition. 58 Table of Contents PodcastOne ’ s podcasting business is subject to a variety of laws around the world.
If advertisers, partners, or investors do not perceive our listener, geographic or other demographic metrics to be accurate representations of our listener base, or if PodcastOne discovers material inaccuracies in its listener, geographic or other demographic metrics, our reputation may be seriously harmed, which could have an adverse impact on our business, operating results, and financial condition. 55 Table of Contents PodcastOne ’ s podcasting business is subject to a variety of laws around the world.
If products are not delivered in a timely fashion or are damaged during the delivery process, or if CPS is not able to provide adequate customer support or other services or offerings, its customers could become dissatisfied and cease buying products through its sites, which would adversely affect our operating results. 63 Table of Contents We may be, accused of infringing intellectual property rights of third parties.
If products are not delivered in a timely fashion or are damaged during the delivery process, or if CPS is not able to provide adequate customer support or other services or offerings, its customers could become dissatisfied and cease buying products through its sites, which would adversely affect our operating results. 60 Table of Contents We may be, accused of infringing intellectual property rights of third parties.
The effect may be to limit the amount of information we receive in relation to each use of the service and/or to limit our ability to link this information to a unique identity, which could adversely affect our business and financial condition. 50 Table of Contents In the United States, the Federal Trade Commission (“FTC”) is starting to exercise greater authority over how online consumer data is collected and maintained by businesses.
The effect may be to limit the amount of information we receive in relation to each use of the service and/or to limit our ability to link this information to a unique identity, which could adversely affect our business and financial condition. 47 Table of Contents In the United States, the Federal Trade Commission (“FTC”) is starting to exercise greater authority over how online consumer data is collected and maintained by businesses.
Changes to the terms of these social networking services to limit promotional communications, any restrictions that would limit our ability or our customers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or decline in the use of or engagement with social networking services by customers and potential customers could materially adversely affect our business, financial condition and operating results. 61 Table of Contents We are subject to risks related to online payment methods.
Changes to the terms of these social networking services to limit promotional communications, any restrictions that would limit our ability or our customers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or decline in the use of or engagement with social networking services by customers and potential customers could materially adversely affect our business, financial condition and operating results. 58 Table of Contents We are subject to risks related to online payment methods.
If PodcastOne’s advertisers determine to target different listeners or shift their ad spending towards different listener categories, our business, financial condition, and results of operations may be harmed. 57 Table of Contents The third-party services and software that PodcastOne uses are highly technical and may contain undetected software bugs or vulnerabilities, which could manifest in ways that could seriously harm its reputation and business.
If PodcastOne’s advertisers determine to target different listeners or shift their ad spending towards different listener categories, our business, financial condition, and results of operations may be harmed. 54 Table of Contents The third-party services and software that PodcastOne uses are highly technical and may contain undetected software bugs or vulnerabilities, which could manifest in ways that could seriously harm its reputation and business.
Stock repurchases could also increase the volatility of the trading price of our stock and could diminish our cash reserves. ● Our Chairman and Chief Executive Officer and stockholders affiliated with him own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. ● Sales of a substantial number of shares of our common stock in the public market by certain of our stockholders could cause our stock price to fall. ● We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock. ● Provisions in our Certificate of Incorporation and Bylaws and provisions under Delaware law could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, and may prevent or frustrate attempts by our stockholders to replace or remove our current management. 16 Table of Contents Risks Related to Our Business and Industry We rely on one key customer for a substantial percentage of our revenue.
Stock repurchases could also increase the volatility of the trading price of our stock and could diminish our cash reserves. ● Our Chairman and Chief Executive Officer and stockholders affiliated with him own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. ● Sales of a substantial number of shares of our common stock in the public market by certain of our stockholders could cause our stock price to fall. ● We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock. ● Provisions in our Certificate of Incorporation and Bylaws and provisions under Delaware law could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, and may prevent or frustrate attempts by our stockholders to replace or remove our current management. 16 Table of Contents Risks Related to Our Business and Industry We rely on our largest OEM customer for a substantial percentage of our revenue.
New taxes and rulings could also create significant increases in internal costs necessary to capture data and collect and remit taxes. Any of these events could have a material adverse effect on our business, financial condition and operating results. 62 Table of Contents CPS faces intense competition and may not be able to compete successfully against existing or future competitors.
New taxes and rulings could also create significant increases in internal costs necessary to capture data and collect and remit taxes. Any of these events could have a material adverse effect on our business, financial condition and operating results. 59 Table of Contents CPS faces intense competition and may not be able to compete successfully against existing or future competitors.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. 70 Table of Contents In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law (“Section 203”) regulating corporate takeovers.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. 65 Table of Contents In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law (“Section 203”) regulating corporate takeovers.
We are dependent on those who provide content through our service complying with the terms and conditions of our license agreements as well as the PodcastOne Terms and Conditions of Use.
We are dependent on those who provide content on our service complying with the terms and conditions of our license agreements as well as the PodcastOne Terms and Conditions of Use.
Further, our insurance may not cover all claims made against us and could have high deductibles in any event, and defending a suit, regardless of its merit, could be costly and divert management attention. 43 Table of Contents Costs associated with, and our ability to obtain adequate insurance, could adversely affect our financial condition and profitability.
Further, our insurance may not cover all claims made against us and could have high deductibles in any event, and defending a suit, regardless of its merit, could be costly and divert management attention. 40 Table of Contents Costs associated with, and our ability to obtain adequate insurance, could adversely affect our financial condition and profitability.
These factors could result in lower prices and larger spreads in the bid and ask prices for our ordinary shares and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us. 18 Table of Contents In addition to the foregoing, if our ordinary shares are ultimately delisted from Nasdaq and they trade on the over-the-counter market, the application of the “penny stock” rules could adversely affect the market price of our ordinary shares and increase the transaction costs to sell those shares.
These factors could result in lower prices and larger spreads in the bid and ask prices for our common stock and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us. 18 Table of Contents In addition to the foregoing, if our common stock are ultimately delisted from Nasdaq and they trade on the over-the-counter market, the application of the “penny stock” rules could adversely affect the market price of our common stock and increase the transaction costs to sell those shares.
There is no guarantee that we will be able to generate sufficient cash flow or sales to meet the financial covenants or pay the principal and interest under our debt agreements or to satisfy all of the financial covenants. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time.
There is no guarantee that we will be able to generate sufficient cash flow or sales to meet the financial covenants or pay the principal, redemption payments and interest under our debt agreements or to satisfy all of the financial covenants. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time.
Any such event could adversely impact our business, operating results, and financial condition. 54 Table of Contents Increases in the costs in relation to podcast content creators, such as higher hosts ’ compensation and costs of discovering and cultivating a top podcast content creator, may have an adverse effect on our business, financial condition and results of operations.
Any such event could adversely impact our business, operating results, and financial condition. 51 Table of Contents Increases in the costs in relation to podcast content creators, such as higher hosts ’ compensation and costs of discovering and cultivating a top podcast content creator, may have an adverse effect on our business, financial condition and results of operations.
Ellin and Sullivan have extensive knowledge about our business and our operations, and the loss of either of them or any other key member of our senior management (including senior management of Slacker and PodcastOne) would likely have a material adverse effect on our business and operations. We do not currently maintain a key-person insurance policy for either of Messrs.
Ellin and Carhart have extensive knowledge about our business and our operations, and the loss of either of them or any other key member of our senior management (including senior management of Slacker and PodcastOne) would likely have a material adverse effect on our business and operations. We do not currently maintain a key-person insurance policy for either of Messrs.
In addition, third parties may independently and lawfully develop similar intellectual property or duplicate our services. 46 Table of Contents We will apply to register, or secure by contract when appropriate, our trademarks and service marks as they are developed and used and reserve and register domain names as we deem appropriate.
In addition, third parties may independently and lawfully develop similar intellectual property or duplicate our services. 43 Table of Contents We will apply to register, or secure by contract when appropriate, our trademarks and service marks as they are developed and used and reserve and register domain names as we deem appropriate.
Ellin, our Chief Executive Officer and Chairman, and his affiliates beneficially owned approximately 21% of shares of our common stock issued and outstanding as of May 31, 2024 (not including Mr. Ellin’s options which have an exercise price substantially above the market price of our common stock as of the date of this Annual Report). Therefore, Mr.
Ellin, our Chief Executive Officer and Chairman, and his affiliates beneficially owned approximately 21% of shares of our common stock issued and outstanding as of May 31, 2025 (not including Mr. Ellin’s options which have an exercise price substantially above the market price of our common stock as of the date of this Annual Report). Therefore, Mr.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet LiveOne’s reporting obligations.
Ellin or Sullivan or any other member of our management. Our executive team’s expertise and experience in acquiring, integrating and growing businesses, particularly those focused on live music and events, have been and will continue to be a significant factor in our growth and ability to execute our business strategy.
Ellin or Carhart or any other member of our management. Our executive team’s expertise and experience in acquiring, integrating and growing businesses, particularly those focused on live music and events, have been and will continue to be a significant factor in our growth and ability to execute our business strategy.
In addition, this program could diminish our cash reserves. 68 Table of Contents Our Chairman and Chief Executive Officer and stockholders affiliated with him own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. Mr.
In addition, this program could diminish our cash reserves. 63 Table of Contents Our Chairman and Chief Executive Officer and stockholders affiliated with him own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. Mr.
We depend upon third-party licenses for sound recordings and musical compositions and an adverse change to, loss of, or claim that we do not hold any necessary licenses may materially adversely affect our business, operating results and financial condition.
We depend upon third-party licenses for sound recordings and musical compositions and other content and an adverse change to, loss of, or claim that we do not hold any necessary licenses may materially adversely affect our business, operating results and financial condition.
In addition, if we fail to collect our receivables balance from our customers in our CPS ecommerce merchandising business, our financial results may be adversely affected. 59 Table of Contents CPS' business is affected by seasonality, which could result in fluctuations in our operating results. CPS' merchandising business is affected by seasonality.
In addition, if we fail to collect our receivables balance from our customers in our CPS ecommerce merchandising business, our financial results may be adversely affected. 56 Table of Contents CPS' business is affected by seasonality, which could result in fluctuations in our operating results. CPS' merchandising business is affected by seasonality.
If we are unable to retain the key personnel of the acquired businesses, we may not be able to achieve the anticipated benefits and synergies of an acquisition. 40 Table of Contents We engage certain consultants to work for us.
If we are unable to retain the key personnel of the acquired businesses, we may not be able to achieve the anticipated benefits and synergies of an acquisition. 38 Table of Contents We engage certain consultants to work for us.
To secure the rights to stream sound recordings and the musical compositions embodied therein, we enter into license agreements to obtain licenses from rights holders such as record labels, aggregators, artists, music publishers, performing rights organizations, collecting societies, podcasters and podcast networks, and other copyright owners or their agents, and pay substantial royalties or other consideration to such parties or their agents around the world.
To secure the rights to stream sound recordings and the musical compositions embodied therein, we enter into license agreements to obtain licenses from rights holders such as record labels, aggregators, artists, music publishers, performing rights organizations, collecting societies and other copyright owners or their agents, and pay substantial royalties or other consideration to such parties or their agents around the world.
We face significant competition for advertiser spend. Substantially all of our revenue to date is generated through memberships to our music platform, sponsorships and ads on our website and mobile app, and advertising sales for PodcastOne’s podcasts.
We face significant competition for advertiser spend. Substantially all of our revenue to date is generated through memberships to our music platform, sponsorships and advertising on our website and mobile app, and advertising and sponsorship sales for PodcastOne’s podcasts.
We have announced that our senior management and/or board of directors has authorized the repurchase up to approximately $10 million worth of shares of our outstanding common stock from time to time, subject to a portion of the repurchase program being approved by our board of directors and any other applicable approvals and consents, which LiveOne fully expects to obtain.
We have announced that our senior management and/or board of directors has authorized the repurchase up to approximately $12.0 million worth of shares of our outstanding common stock from time to time, subject to a portion of the repurchase program being approved by our board of directors and any other applicable approvals and consents, which LiveOne fully expects to obtain.
If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our ordinary shares and may affect the ability of investors to sell their shares, until our ordinary shares is no longer considered a penny stock.
If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our common stock and may affect the ability of investors to sell their shares, until our common stock is no longer considered a penny stock.
In the latter scenario, we and/or PodcastOne negotiates license directly with individuals that enable creators to post content directly to our service after agreeing to comply with the applicable terms and conditions.
In the latter scenario, we and/or PodcastOne negotiates licenses directly with individuals that enable creators to post content directly to our service after agreeing to comply with the applicable terms and conditions.
We expect to continue to incur substantial and increased expenses as we continue to execute our business approach, including expanding and developing our content and platform and potentially making other accretive acquisitions, until such time that we can generate significant increases to our revenues, and/or reduce our operating costs and losses.
We expect to continue to incur substantial and increased expenses as we continue to execute our business approach, including expanding and developing our content and platform and potentially making other accretive acquisitions, and anticipate incurring additional losses until such time that we can generate significant increases to our revenues, and/or reduce our operating costs and losses.
There is no guarantee that we will be able to generate sufficient cash flow or revenues to pay the principal and interest owed under our debt agreements or to satisfy all of the covenants. We may also incur significant additional indebtedness in the future.
There is no guarantee that we will be able to generate sufficient cash flow or sales to pay the principal and interest owed under our debt agreements or to satisfy all of the covenants. We and/or our subsidiaries may also incur significant additional indebtedness in the future.
In addition, any sales in the public market of the shares of our common stock issuable upon such conversion and/or any anticipated conversion of the Series A Preferred Stock into shares of our common stock could adversely affect prevailing market prices of our common stock. 67 Table of Contents The market price of our common stock may be highly volatile.
In addition, any sales in the public market of the shares of our common stock issuable upon such conversion and/or any anticipated conversion of the Series A Preferred Stock and/or Debentures into shares of our common stock could adversely affect prevailing market prices of our common stock. 62 Table of Contents The market price of our common stock may be highly volatile.
The loss of our largest customer or the significant reduction of business or growth of business from our largest customer could significantly adversely affect our business, financial condition and results of operations.
The loss of our largest OEM customer or the significant reduction of business or growth of business from such customer could significantly adversely affect our business, financial condition and results of operations.
If our ordinary shares are ultimately delisted from Nasdaq and then trade on the over-the-counter market at a price of less than $5.00 per share, our ordinary shares would be considered a penny stock.
If our common stock are ultimately delisted from Nasdaq and then trade on the over-the-counter market at a price of less than $5.00 per share, our common stock would be considered a penny stock.
(“SX”) against us and Slacker in the United States District Court Central District of California in the amount of approximately $9.8 million. On October 13, 2022, the court entered a judgment against the defendants for the amount of $9,765,396.70.
(“SX”) against us and Slacker in the United States District Court Central District of California in the amount of approximately $9.8 million. On October 13, 2022, the court entered a judgment against the defendants for the amount of $9,765,397.
Beyond fiscal year ended March 31, 2024, we may not be able to remediate any current or future material weaknesses. If we are unable to establish and maintain proper and effective disclosure controls and procedures and internal control over financial reporting, we may not be able to produce timely and accurate financial statements.
Beyond fiscal year ended March 31, 2025, we may not be able to remediate any future material weaknesses. If we are unable to establish and maintain proper and effective disclosure controls and procedures and internal control over financial reporting, we may not be able to produce timely and accurate financial statements.
If for any reason we and Slacker fail to comply with the terms of our settlement agreement with SX, our senior credit facility provider may declare, which would then also allow Capchase to declare a default under their loan agreement with us,an event of default and at its option may immediately accelerate its debt and require us to repay all outstanding amounts owed under the senior credit facility, which would materially adversely impact our business, operating results and financial condition.
If for any reason we and Slacker fail to comply with the terms of the SX Settlement Agreement, our Debentures lenders, and which would then also allow Capchase to declare a default under their loan agreement with us, may declare an event of default and at its option may immediately accelerate their debt and require us to repay all outstanding amounts owed under the Debentures, which would materially adversely impact our business, operating results and financial condition.
However, our due diligence process may not uncover these liabilities, and when we identify a potential liability, we may incorrectly believe that we can consummate the acquisition without subjecting ourselves to that liability. Therefore, it is possible that we could be subject to litigation in respect of these acquired businesses. For example, see “Item 3.
However, our due diligence process may not uncover these liabilities, and when we identify a potential liability, we may incorrectly believe that we can consummate the acquisition without subjecting ourselves to that liability. Therefore, it is possible that we could be subject to litigation in respect of these acquired businesses.
Any of the foregoing could adversely affect our business and financial results. 51 Table of Contents Risks Related to Our PodcastOne Business We generate a substantial portion of our revenues from PodcastOne ’ s podcast and advertising sales. If PodcastOne fails to maintain or grow podcasting and advertising and e-commerce merchandise revenue, our financial results may be adversely affected.
Any of the foregoing could adversely affect our business and financial results. 48 Table of Contents Risks Related to Our PodcastOne Business We generate a substantial portion of our revenues from PodcastOne ’ s podcast and advertising sales. If PodcastOne fails to maintain or grow podcasting and advertising revenue, our financial results may be adversely affected.
Our business is dependent, and we believe that it will continue to depend, on our customer relationship with Tesla, which accounted for 51% of our consolidated revenue for the year ended March 31, 2024 and 44% of our consolidated revenue for the year ended March 31, 2023.
Our business is dependent, and we believe that it will continue to depend, on our customer relationship with Tesla, which accounted for 45% of our consolidated revenue for the year ended March 31, 2025 and 51% of our consolidated revenue for the year ended March 31, 2024.
As reflected in our consolidated financial statements included elsewhere herein, we have a history of losses, incurred significant operating and net losses in each year since our inception, including net losses of $13.3 million and $10.0 million for the fiscal years ended March 31, 2024 and 2023, respectively, and provided cash and used cash in operating activities of $6.8 million and $3.8 million for the fiscal years ended March 31, 2024 and 2023, respectively.
As reflected in our consolidated financial statements included elsewhere herein, we have a history of losses, incurred significant operating and net losses in each year since our inception, including net losses of $20.4 million and $13.3 million for the fiscal years ended March 31, 2025 and 2024, respectively, and provided cash and used cash in operating activities of $6.4 million and $6.8 million for the fiscal years ended March 31, 2025 and 2024, respectively.
As of March 31, 2024, we owed $18.4 million in aggregate royalty payments to such PROs. In other parts of the world, including Europe, Asia, and Latin America, we obtain mechanical and performance licenses for musical compositions either through local collecting societies representing publishers or from publishers directly, or a combination thereof.
As of March 31, 2025, we owed $17.5 million in aggregate royalty payments to such PROs. In other parts of the world, including Europe, Asia, and Latin America, we obtain mechanical and performance licenses for musical compositions either through local collecting societies representing publishers or from publishers directly, or a combination thereof.
Our success depends, to a large degree, upon certain key members of our management, particularly our Chairman and Chief Executive Officer, Robert Ellin, and our Chief Financial Officer, Vice President, Treasurer and Secretary, Aaron Sullivan. Each of Messrs.
Our success depends, to a large degree, upon certain key members of our management, particularly our Chairman and Chief Executive Officer, Robert Ellin, and our Chief Financial Officer, Vice President, Treasurer and Secretary, Ryan Carhart. Each of Messrs.
Our existing debt agreements with ABL Credit Facility lender and the Capchase Loan lender contain certain restrictive covenants that limit our ability to merge with other companies or consummate certain changes of control, make certain investments, pay dividends or repurchase shares of our common stock, transfer or dispose of assets, or enter into various specified transactions.
Our existing debt agreements with the Debentures and the Capchase Loan lenders contain certain restrictive covenants that limit our ability to merge with other companies or consummate certain changes of control, make certain investments, pay dividends or repurchase shares of our common stock, transfer or dispose of assets, or enter into various specified transactions.
Some of the material risk include, but are not limited to, the following: Risks Related to Our Business and Industry ● We rely on one key customer for a substantial percentage of our revenue.
Some of the material risk include, but are not limited to, the following: Risks Related to Our Business and Industry ● We rely on our largest OEM customer for a substantial percentage of our revenue.
Robert Ellin, and our Chief Financial Officer, Vice President, Treasurer and Secretary, Aaron Sullivan, and the loss of their services or investor confidence in them could adversely affect our success, development and financial condition.
Robert Ellin, and our Chief Financial Officer, Vice President, Treasurer and Secretary, Ryan Carhart, and the loss of their services or investor confidence in them could adversely affect our success, development and financial condition.
Should our membership revenue services no longer be subsidized by and/or made available by Tesla to its customers or if Tesla reclassifies or renegotiates with us the definition of a paid member or demands credit for past members that no longer meet such requirement, there can be no assurance that we will continue to maintain the same number of paid members or receive the same levels of membership service revenue and membership revenue may substantially fluctuate accordingly.
Should our membership revenue services no longer be subsidized by and/or made available by Tesla to its grandfathered customers or if Tesla reclassifies or renegotiates with us the definition of a paid grandfathered member or demands credit for past members that no longer meet such requirement, there can be no assurance that we will continue to maintain the same number of paid grandfathered members or receive the same levels of membership service revenue from such members in the future.
Robert Ellin, and our Chief Financial Officer, Aaron Sullivan, and the loss of their services or investor confidence in them could adversely affect our success, development and financial condition. 14 Table of Contents ● Unfavorable outcomes in legal proceedings may adversely affect our business, financial conditions and results of operations. ● Our debt agreements contain restrictive and financial covenants that may limit our operating flexibility and our substantial indebtedness may limit cash flow available to invest in the ongoing needs of our business. ● We may not have the ability to repay the amounts then due under our senior ABL Credit Facility and/or Capchase Loan (each as defined below) at maturity and/or to the holders of our Series A Preferred Stock, which would have a material adverse effect on our business, operating results and financial condition. ● If we do not comply with the provisions of the senior credit facility, our lender may terminate its obligations to us and require us to repay all outstanding amounts owed thereunder. ● We may incur substantially more debt or take other actions that would intensify the risks related to our indebtedness.
Robert Ellin, and our Chief Financial Officer, Ryan Carhart, and the loss of their services or investor confidence in them could adversely affect our success, development and financial condition. 14 Table of Contents ● Unfavorable outcomes in legal proceedings may adversely affect our business, financial conditions and results of operations. ● Our debt agreements contain restrictive and financial covenants that may limit our operating flexibility and our substantial indebtedness may limit cash flow available to invest in the ongoing needs of our business. ● We may not have the ability to repay the amounts then due under our senior Debentures and/or Capchase Loan (each as defined below) at maturity, required redemption payments and/or to the holders of our Series A Preferred Stock, which would have a material adverse effect on our business, operating results and financial condition. ● If we do not comply with the provisions of our senior Debentures, the holders of the Debentures may accelerate our obligations to them and require us to repay all outstanding amounts owed thereunder. ● Our ability to satisfy the conditions to issue the Additional Debentures (as defined below). ● We may incur substantially more debt or take other actions that would intensify the risks related to our indebtedness.
Our debt agreements contain certain financial covenants, including maintaining a minimum cash amount at all times and achieving certain financial covenants and are secured by substantially all of our assets.
Our debt agreements also contain certain covenants, including maintaining a minimum cash amount at all times and are secured by substantially all of our and our subsidiaries’ assets.
In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the subsequent testing by our independent registered public accounting firm, if and when required, may reveal additional deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement.
In addition, any testing by our Company conducted in connection with Section 404, or the subsequent testing by our independent registered public accounting firm, if and when required, may reveal additional deficiencies in its internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement.
Furthermore, our debt agreements with the provider of the senior credit facility contains a covenant that if a material adverse change occurs in our financial condition, or such lender reasonably believes the prospect of payment or performance of their loan is materially impaired, the lender at its option may immediately accelerate its debt and require us to repay all outstanding amounts owed thereunder.
Our debt agreement with Capchase contains a covenant that if a material adverse change occurs in our financial condition, or if such senior secured lender reasonably believes the prospect of payment or performance of its loan is materially impaired, the lender at its option may immediately accelerate its debt and require us to repay all outstanding amounts owed thereunder.
The loss of our largest customer or the significant reduction of business or growth of business from our largest customer could significantly adversely affect our business, financial condition and results of operations. ● We have incurred significant operating and net losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future. ● We may require additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures, which may not be available on terms acceptable to us or at all and which depends on many factors beyond our control. ● Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our ordinary shares and penny stock trading. ● There is substantial doubt about our ability to continue as a going concern. ● Our business is partially dependent on our ability to secure music streaming rights from Content Providers and to stream their live music and music-related video content on our platform, and we may not be able to secure such content on commercially reasonable terms or at all. ● We may be unable to fund any significant up-front and/or guaranteed payment cash requirements associated with our live music streaming rights, which could result in the inability to secure and retain such streaming rights and may limit our operating flexibility, which may adversely affect our business, operating results and financial condition. ● We face intense competition from competitors, and we may not be able to increase our revenues, which could adversely impact our business, financial condition and results of operations.
Our inability to convert a significant number of these subscribers could cause a significant reduction of our business and could significantly adversely affect our business, financial condition and results of operations. ● We have incurred significant operating and net losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future. ● We may require additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures, which may not be available on terms acceptable to us or at all and which depends on many factors beyond our control. ● Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our common stock and penny stock trading. ● There is substantial doubt about our ability to continue as a going concern. ● Our business is partially dependent on our ability to secure music streaming rights from Content Providers and to stream their live music and music-related video content on our platform, and we may not be able to secure such content on commercially reasonable terms or at all. ● We may be unable to fund any significant up-front and/or guaranteed payment cash requirements associated with our live music streaming rights, which could result in the inability to secure and retain such streaming rights and may limit our operating flexibility, which may adversely affect our business, operating results and financial condition. ● We face intense competition from competitors, and we may not be able to increase our revenues, which could adversely impact our business, financial condition and results of operations. ● We may be subject to risks associated with artificial intelligence and machine learning technology. ● Advancements in AI technology may adversely affect our business model and competitive position.
In the event of an acceleration of amounts due under our debt instruments as a result of an event of default, including upon the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, properties, assets or condition or a failure to pay any amount due, we may not have sufficient funds or may be unable to arrange for additional financing to repay our indebtedness or to make any accelerated payments.
In the event of an acceleration of amounts due under our debt instruments as a result of an event of default, including upon the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, properties, assets or condition or a failure to pay any amount due, we may not have sufficient funds or may be unable to arrange for additional financing to repay our indebtedness or to make any accelerated payments. 34 Table of Contents We will continue to incur significant increased costs as a result of operating as a public company.
If we fail to obtain these licenses, the size and quality of its catalog may be materially impacted and its business, operating results and financial condition could be materially harmed. We generally obtain licenses for two types of rights with respect to musical compositions: mechanical rights and public performance rights.
If we fail to obtain these licenses or if any of such licenses are terminated or suspended, the size and quality of our catalog may be materially impacted and our business, operating results and financial condition could be materially harmed. We generally obtain licenses for two types of rights with respect to musical compositions: mechanical rights and public performance rights.
If we fail to satisfy the applicable continued listing requirement and continue to be in non-compliance after notice and the applicable grace period ends, Nasdaq may commence delisting procedures against our Company (during which we may have additional time of up to six months to appeal and correct our non-compliance).
If we fail to satisfy the applicable continued listing requirement and continue to be in non-compliance after notice and the applicable grace period ends (which is six months in the case of the Bid Price Rule, subject to an additional six-month extension), Nasdaq may commence delisting procedures against our Company (during which we may have additional time of up to six months to appeal and correct our non-compliance).
If for any reason we fail to comply with the payment terms of our Series A Preferred Stock, our senior credit facility provider may declare an event of default and at its option may immediately accelerate its debt and require us to repay all outstanding amounts owed under the senior credit facility, which would materially adversely impact our business, operating results and financial condition.
If for any reason we fail to comply with the payment terms of our Series A Preferred Stock, the Debenture holders and/or Capchase may declare an event of default and at its option may immediately accelerate their debt and require us to repay all outstanding amounts owed under the applicable debt instruments, which would materially adversely impact our business, operating results and financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe are also currently developing a cybersecurity incident response plan that establishes a formal framework for responding to cybersecurity incidents, including defining what constitutes a reportable cybersecurity incident; establishing specific escalation and communication channels; identifying parties responsible for managing and responding to each incident; and other preparedness and response activities. 71 Table of Contents Governance The Audit Committee of our board of directors provides oversight over our internal control program, including the adequacy and effectiveness of our information technology infrastructure and cybersecurity program.
Biggest changeWe are also currently developing a cybersecurity incident response plan that establishes a formal framework for responding to cybersecurity incidents, including defining what constitutes a reportable cybersecurity incident; establishing specific escalation and communication channels; identifying parties responsible for managing and responding to each incident; and other preparedness and response activities. 66 Table of Contents Governance The Audit Committee of our board of directors provides oversight over our internal control program, including the adequacy and effectiveness of our information technology infrastructure and cybersecurity program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePodcastOne leases its Los Angeles premises located at 335 North Maple Drive, Suite 127, Beverly Hills, CA 90210, under an operating lease which expired on December 31, 2020 and is currently month to month.
Biggest changePodcastOne leases its Los Angeles premises located at 345 North Maple Drive, Suite 295, Beverly Hills, CA 90210, under an operating lease which is currently month to month. CPS leases its facilities in Addison, Illinois under an operating lease which was entered into in September 2024 and expires in September 2026 for 1,500 of rentable square feet.
Item 2. Properties Effective January 1, 2021, our principal executive offices are located at 269 S. Beverly Drive, Suite #1450, Beverly Hills, CA 90212. We intend to combine all of our Los Angeles-based operations under one address.
Item 2. Properties Effective January 1, 2021, our principal executive offices are located at 269 S. Beverly Drive, Suite #1450, Beverly Hills, CA 90212. We intend to eventually combine all of our Los Angeles-based operations under one address.
On December 22, 2020, we acquired CPS which included the assumption of an operating lease for a 55,120 square foot light manufacturing facility located in Addison Illinois, which expires on June 30, 2024. We believe that each of these properties are in good condition and suitable for the conduct of our business. We do not own any real property.
In July 2024, CPS also entered into a lease which expires in October 2027 for 3,281 rentable square feet in Palatine, Illinois. We believe that each of these properties are in good condition and suitable for the conduct of our business. We do not own any real property.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings We are from time to time, party to various legal proceedings arising out of our business. Certain legal proceedings in which we are involved are discussed in Note 15 - Commitments and Contingencies, to the consolidated financial statements included in Item 8. Financial Statement and Supplementary Data, and are incorporated herein by reference.
Biggest changeItem 3. Legal Proceedings We are from time to time, party to various legal proceedings arising out of our business. Certain legal proceedings in which we are involved are discussed in Note 13 - Commitments and Contingencies, to the consolidated financial statements included in Item 8. Financial Statement and Supplementary Data, and are incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table summarizes our purchases of securities for each month during the period of January 1, 2024 to March 31, 2024: (d) (c) Maximum number Total (or approximate number of shares (dollar value) of (or units) shares (b) purchased as (or units) (a) Average part of publicly that may yet Total price paid announced be purchased number of shares per share plans under the plans Period (or units) purchased (or unit) or programs or programs* January 1, 2024 – January 31, 2024 170,812 $ 1.40 2,458,531 1,422,251 February 1, 2024 – February 28, 2024 214,004 $ 1.61 2,672,535 1,208,247 March 1, 2024 – March 31, 2024 152,811 $ 1.97 2,825,346 1,055,436 Total (January 1, 2024 – March 31, 2024) 537,627 $ 1.65 2,825,346 1,055,436 * Does not include a $2.5 million increase to our repurchase program announced by us in September 2023, which is subject to approval of our board of directors, pursuant to which we may repurchase shares of our and/or PodcastOne’s common stock.
Biggest changeThe following table summarizes our purchases of securities for each month during the period of January 1, 2025 to March 31, 2025: (d) (c) Maximum number Total (or approximate number of shares (dollar value) of (or units) shares (b) purchased as (or units) (a) Average part of publicly that may yet Total price paid announced be purchased number of shares per share plans under the plans Period (or units) purchased (or unit) or programs or programs January 1, 2025 – January 31, 2025 - $ - 4,418,286 $ 6,500,000 February 1, 2025 – February 28, 2025 - $ - 4,418,286 $ 6,500,000 March 1, 2025 – March 31, 2025 - $ - 4,418,286 $ 6,500,000 Total (January 1, 2025 – March 31, 2025) - $ - 4,418,286 $ 6,500,000 Securities Authorized for Issuance Under Equity Compensation Plans See “Item 12.
Issuance of Securities in Private Offerings for Cash Fiscal Years 2024, 2023 and 2022 None. 73 Table of Contents Except as otherwise noted, the securities in the transactions describe above were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D as offers and sales of securities not involving any public offering.
Issuance of Securities in Private Offerings for Cash Fiscal Years 2025, 2024 and 2023 None. 68 Table of Contents Except as otherwise noted, the securities in the transactions describe above were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D as offers and sales of securities not involving any public offering.
Securities Authorized for Issuance Under Equity Compensation Plans See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Securities Authorized for Issuance Under Equity Compensation Plans” of this Annual Report.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Securities Authorized for Issuance Under Equity Compensation Plans” of this Annual Report.
Number of Holders As of June 24, 2024, there were 402 stockholders of record of our common stock. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Number of Holders As of July 1, 2025, there were 397 stockholders of record of our common stock. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Issuances of Shares, Options and Restricted Stock Units to Consultants, Employees, and Vendors Fiscal Year 2024 During the fiscal year ended March 31, 2024, we issued an aggregate of 2,855,298 shares of our common stock to our consultants, employees, and vendors.
Fiscal Year 2024 During the fiscal year ended March 31, 2024, we issued an aggregate of 2,855,298 shares of our common stock to our consultants, employees, and vendors. Fiscal Year 2023 During the fiscal year ended March 31, 2023, we issued an aggregate of 2,676,611 shares of our common stock to our consultants, employees, and vendors.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers As of May 31, 2024, our board of directors and/or management has authorized the repurchase up to an aggregate of $10.0 million worth of shares of our and/or PodcastOne’s outstanding common stock from time to time, of which $2.5 million is subject to approval of our board of directors.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers As of May 31, 2025, our board of directors and/or management has authorized the repurchase up to an aggregate of $12.0 million worth of shares of our and/or PodcastOne’s outstanding common stock from time to time.
Fiscal Year 2023 During the fiscal year ended March 31, 2023, we issued an aggregate of 2,676,611 shares of our common stock to our consultants, employees, and vendors. Fiscal Year 2022 During the fiscal year ended March 31, 2022, we issued an aggregate of 3,618,731 shares of our common stock to our consultants, employees, and vendors.
Issuances of Shares, Options and Restricted Stock Units to Consultants, Employees, and Vendors Fiscal Year 2025 During the fiscal year ended March 31, 2025, we issued an aggregate of 3,114,085 shares of our common stock to our consultants, employees, and vendors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe period-to-period comparison of financial results is not necessarily indicative of future results (in thousands): Year Ended Year Ended March 31, March 31, 2024 2023 Revenue: $ 118,440 $ 99,611 Operating expenses: Cost of sales 86,391 66,782 Sales and marketing 7,838 8,302 Product development 4,681 5,136 General and administrative 22,268 15,877 Impairment of intangible assets 115 1,356 Amortization of intangible assets 1,815 4,342 Total operating expenses 123,108 101,795 Loss from operations (4,668 ) (2,184 ) Other income (expense): Interest expense, net (4,366 ) (7,341 ) Loss on extinguishment of debt - (1,034 ) Other expense (4,159 ) 605 Total other expense, net (8,525 ) (7,770 ) Loss before income taxes (13,193 ) (9,954 ) Income tax provision 118 65 Net loss $ (13,311 ) $ (10,019 ) Net loss per share – basic and diluted $ (0.14 ) $ (0.12 ) Weighted average common shares – basic and diluted 87,617,392 84,772,708 The following table provides the depreciation expense included in the above line items (in thousands): % Change Year Ended March 31, 2024 vs. 2024 2023 2023 Depreciation expense Cost of sales $ 144 $ 115 25 % Sales and marketing 209 188 11 % Product development 1,764 2,405 -27 % General and administrative 1,175 920 28 % Total depreciation expense $ 3,292 $ 3,628 -9 % 78 Table of Contents The following table provides the stock-based compensation expense included in the above line items (in thousands): % Change Year Ended March 31, 2024 vs. 2024 2023 2023 Stock-based compensation expense: Cost of sales $ 1,664 $ 1,090 53 % Sales and marketing 968 23 4109 % Product development 734 292 151 % General and administrative 4,599 2,551 80 % Total stock-based compensation expense $ 7,965 $ 3,956 101 % The following table provides our results of operations, as a percentage of revenue, for the periods presented: Year Ended March 31, 2024 2023 Revenue 100 % 100 % Operating expenses Cost of sales 73 % 67 % Sales and marketing 7 % 8 % Product development 4 % 5 % General and administrative 19 % 16 % Impairment of intangible assets 0 % 1 % Amortization of intangible assets 2 % 5 % Total operating expenses 104 % 102 % Loss from operations -4 % -2 % Other expense -7 % -8 % Loss before income taxes -11 % -10 % Income tax provision (benefit) - % - % Net loss -11 % -10 % Revenue Revenue was as follows (in thousands): % Change Year Ended March 31, 2024 vs. 2024 2023 2023 Membership services $ 66,182 $ 52,388 26 % Advertising 43,729 35,143 24 % Merchandising 8,271 10,830 -24 % Sponsorship and licensing 126 429 -71 % Ticket/Event 132 821 -84 % Total Revenue $ 118,440 $ 99,611 19 % Membership Revenue Membership revenue increased by $13.8 million, or 26%, to $66.2 million for the year ended March 31, 2024, as compared to $52.4 million for the year ended March 31, 2023.
Biggest changeThe period-to-period comparison of financial results is not necessarily indicative of future results (in thousands): Year Ended Year Ended March 31, March 31, 2025 2024 Revenue: $ 114,405 $ 118,440 Operating expenses: Cost of sales 85,241 86,391 Sales and marketing 6,396 7,838 Product development 4,475 4,681 General and administrative 22,746 22,268 Impairment of fixed assets, intangible assets and goodwill 11,657 115 Amortization of intangible assets 1,947 1,815 Total operating expenses 132,462 123,108 Loss from operations (18,057 ) (4,668 ) Other income (expense): Interest expense, net (2,712 ) (4,366 ) Other income (expense) 214 (4,159 ) Total other expense, net (2,498 ) (8,525 ) Loss before income taxes (20,555 ) (13,193 ) Income tax (benefit) provision (185 ) 118 Net loss $ (20,370 ) $ (13,311 ) Net loss per share – basic and diluted $ (0.20 ) $ (0.14 ) Weighted average common shares – basic and diluted 95,041,241 87,617,392 The following table provides the depreciation expense included in the above line items (in thousands): % Change Year Ended March 31, 2025 vs. 2025 2024 2024 Depreciation expense Cost of sales $ 146 $ 144 1 % Sales and marketing 266 209 27 % Product development 1,970 1,764 12 % General and administrative 996 1,175 -15 % Total depreciation expense $ 3,378 $ 3,292 3 % 72 Table of Contents The following table provides the stock-based compensation expense included in the above line items (in thousands): % Change Year Ended March 31, 2025 vs. 2025 2024 2024 Stock-based compensation expense: Cost of sales $ 1,042 $ 1,664 -37 % Sales and marketing 797 968 -18 % Product development 375 734 -49 % General and administrative 5,429 4,599 18 % Total stock-based compensation expense $ 7,643 $ 7,965 -4 % The following table provides our results of operations, as a percentage of revenue, for the periods presented: Year Ended March 31, 2025 2024 Revenue 100 % 100 % Operating expenses Cost of sales 75 % 73 % Sales and marketing 6 % 7 % Product development 4 % 4 % General and administrative 20 % 19 % Impairment of fixed assets, intangible assets and goodwill 10 % 0 % Amortization of intangible assets 2 % 3 % Total operating expenses 116 % 104 % Loss from operations -16 % -4 % Other expense -2 % -7 % Loss before income taxes -18 % -11 % Income tax provision (benefit) - % - % Net loss -18 % -11 % Revenue Revenue was as follows (in thousands): % Change Year Ended March 31, 2025 vs. 2025 2024 2024 Membership services $ 56,939 $ 66,182 -14 % Advertising 52,285 43,729 20 % Merchandising 5,181 8,271 -37 % Sponsorship and licensing - 126 -100 % Ticket/Event - 132 -100 % Total Revenue $ 114,405 $ 118,440 -3 % Membership Services Membership revenue decreased by $9.2 million, or 14%, to $56.9 million for the year ended March 31, 2025, as compared to $66.2 million for the year ended March 31, 2024.
As used herein, “LiveOne,” the “Company,” “we,” “our” or “us” and similar terms refer collectively to LiveOne, Inc. and its subsidiaries, unless the context indicates otherwise. Overview of the Company We are a pioneer in the acquisition, distribution and monetization of Internet radio, podcasting and music-related streaming and live music and video content.
As used herein, “LiveOne,” the “Company,” “we,” “our” or “us” and similar terms refer collectively to LiveOne, Inc. and its subsidiaries, unless the context indicates otherwise. Overview of the Company We are a pioneer in the acquisition, distribution and monetization of live music, Internet radio, podcasting and music-related streaming and video content.
Any license fees collected in advance of an event are deferred until the event airs. We report our licensing revenue on a gross basis as we act as the principal in the underlying transactions. We report our licensing revenue on a gross basis as we act as the principal in the underlying transactions.
Any license fees collected in advance of an event are deferred until the event airs. We report our licensing revenue on a gross basis as we act as the principal in the underlying transactions.
We use a predicted volatility of its stock price during the expected life of the options that is based on the historical performance of our stock price as well as including an estimate using guideline companies. Expected term is computed using the simplified method as the Company’s best estimate given its lack of actual exercise history.
We use a predicted volatility of our stock price during the expected life of the options that is based on the historical performance of our stock price as well as including an estimate using guideline companies. Expected term is computed using the simplified method as the Company’s best estimate given our lack of actual exercise history.
Licensing revenue is recognized when we satisfy our performance obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services, which is typically when the live event has aired.
Licensing revenue is recognized when we satisfy our performance obligation by transferring control of the goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services, which is typically when the live event has aired.
Cash Flows Used In Investing Activities Net cash used in investing activities for the year ended March 31, 2024 of $4.0 million was principally due to the $3.0 million cash used for the purchase of our property and equipment and $1.0 million for the purchase of our intangible assets during such period.
Net cash used in investing activities for the year ended March 31, 2024 of $4.0 million was principally due to the $3.0 million cash used for the purchase of our property and equipment and $1.0 million for the purchase of our intangible assets during such period.
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 members that we add to our businesses. 90 Table of Contents Subject to applicable limitations in the instruments governing our outstanding indebtedness, we may from time to time repurchase our debt, including the unsecured convertible notes, in the open market, through tender offers, through exchanges for debt or equity securities, in privately negotiated transactions or otherwise.
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 members that we add to our businesses. 84 Table of Contents Subject to applicable limitations in the instruments governing our outstanding indebtedness, we may from time to time repurchase our debt, including the unsecured convertible notes, in the open market, through tender offers, through exchanges for debt or equity securities, in privately negotiated transactions or otherwise.
Beyond fiscal year 2024, the future revenue and operating growth across our music platform will rely heavily on our ability to grow our member base in a cost effective manner, continue to develop and deploy quality and innovative new music services, provide unique and attractive content to our customers, continue to grow the number of listeners on our platform and live music festivals we stream, grow and retain customers and secure sponsorships to facilitate future revenue growth from advertising and e-commerce across our platform.
Beyond fiscal year 2025, the future revenue and operating growth across our music platform will rely heavily on our ability to grow our member base in a cost effective manner, continue to develop and deploy quality and innovative new music services, provide unique and attractive content to our customers, continue to grow the number of listeners on our platform and live music festivals we stream, grow and retain customers and secure sponsorships to facilitate future revenue growth from advertising and e-commerce across our platform.
During fiscal year ended March 31, 2024, we (i) delivered live events digitally live streamed across our platform, (ii) increased our sponsorship revenue from online events when compared to prior fiscal years and (iii) had revenue from our PPV platform for an entire year, allowing us to charge customers directly to access and watch certain live events digitally on our music platform.
During fiscal year ended March 31, 2025, we (i) delivered live events digitally live streamed across our platform, (ii) increased our sponsorship revenue from online events when compared to prior fiscal years and (iii) had revenue from our PPV platform for an entire year, allowing us to charge customers directly to access and watch certain live events digitally on our music platform.
Therefore, we consider these to be our critical accounting policies and estimates. 85 Table of Contents Revenue Recognition We account for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable.
Therefore, we consider these to be our critical accounting policies and estimates. 79 Table of Contents Revenue Recognition We account for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable.
Cash Flows (Used In) Provided By Financing Activities Net cash used in financing activities for the year ended March 31, 2024 of $4.3 million was primarily due to payment of $3.0 million on the PC1 Bridge Loan, $2.6 million for the purchase of treasury stock and $0.4 million of payment of our notes payable, offset by proceeds from the Capchase loan of $1.7 million.
Net cash used in financing activities for the year ended March 31, 2024 of $4.3 million was primarily due to payment of $3.0 million on the PC1 Bridge Loan, $2.6 million for the purchase of treasury stock and $0.4 million of payment of our notes payable, offset by proceeds from the Capchase loan of $1.7 million.
Convertible Debt – Derivative Treatment When the Company issues debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: (a) one or more underlyings, typically the price of our common stock; (b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; (c) no initial net investment, which typically excludes the amount borrowed; and (d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash.
Convertible Debt – Derivative Treatment When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: (a) one or more underlyings, typically the price of our common stock; (b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; (c) no initial net investment, which typically excludes the amount borrowed; and (d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash.
Forfeitures are recognized as incurred. 87 Table of Contents Stock option awards issued to non-employees are accounted for at the grant date fair value determined using the Black-Scholes-Merton option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received.
Forfeitures are recognized as incurred. 81 Table of Contents Stock option awards issued to non-employees are accounted for at the grant date fair value determined using the Black-Scholes-Merton option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received.
In connection with the sale of the PC1 Notes, the Purchasers received warrants (the “PC1 Warrants”) to purchase a number of shares of PodcastOne’s common stock, par value $0.00001 per share (See Note 9 – PodcastOne Bridge Loan). As part of the PC1 Bridge Loan, we purchased $3,000,000 (excluding the OID) worth of PC1 Notes.
In connection with the sale of the PC1 Notes, the Purchasers received warrants (the “PC1 Warrants”) to purchase a number of shares of PodcastOne’s common stock, par value $0.00001 per share (See Note 8 – PodcastOne Bridge Loan). As part of the PC1 Bridge Loan, we purchased $3,000,000 (excluding the OID) worth of PC1 Notes.
The Capchase Loan is subordinated to the ABL Credit Facility and bears an interest rate of 9%, which is included in the monthly amortization payments of approximately $73,100, with the final amortization payment due on February 4, 2026. (See Note 8 – Notes Payable).
The Capchase Loan is subordinated to the ABL Credit Facility and bears an interest rate of 9%, which is included in the monthly amortization payments of approximately $73,100, with the final amortization payment due on February 4, 2026. (See Note 7 – Notes Payable).
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. 84 Table of Contents Adjusted EBITDA Margin Adjusted EBITDA Margin is a non-GAAP financial measure that we define as the ratio of Adjusted EBITDA to Revenue.
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. 78 Table of Contents Adjusted EBITDA Margin Adjusted EBITDA Margin is a non-GAAP financial measure that we define as the ratio of Adjusted EBITDA to Revenue.
The following discussion and analysis of our business and results of operations for the fiscal year ended March 31, 2024, and our financial conditions at that date, should be read in conjunction with the financial statements and the notes thereto included elsewhere in this Annual Report.
The following discussion and analysis of our business and results of operations for the fiscal year ended March 31, 2025, and our financial conditions at that date, should be read in conjunction with the financial statements and the notes thereto included elsewhere in this Annual Report.
Basis of Presentation Our consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the fiscal year ended March 31, 2023, and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our consolidated financial statements for the year ended March 31, 2024.
Basis of Presentation Our consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the fiscal year ended March 31, 2024, and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our consolidated financial statements for the year ended March 31, 2025.
The payment terms for memberships sold through Mobile Providers vary, but are generally payable within 30 days. 86 Table of Contents Third-Party Original Equipment Manufacturers We generate revenue for membership services through memberships sold through a third-party OEM.
The payment terms for memberships sold through Mobile Providers vary, but are generally payable within 30 days. 80 Table of Contents Third-Party Original Equipment Manufacturers We generate revenue for membership services through memberships sold through a third-party OEM.
We record a refund liability for expected returns based on prior returns history, recent trends, and projections for returns on sales in the current period. The refund liability at March 31, 2024 and 2023, was less than $0.1 million, respectively.
We record a refund liability for expected returns based on prior returns history, recent trends, and projections for returns on sales in the current period. The refund liability at March 31, 2025 and 2024, was less than $0.1 million, respectively.
A substantial modification of terms is accounted for like an extinguishment. 88 Table of Contents If there is a conversion feature within the debt instrument, the Company evaluates whether the conversion feature should be bifurcated under ASC 815 as a derivative.
A substantial modification of terms is accounted for like an extinguishment. 82 Table of Contents If there is a conversion feature within the debt instrument, the Company evaluates whether the conversion feature should be bifurcated under ASC 815 as a derivative.
In the long term, we plan to expand our business internationally in places such as Europe, Asia Pacific and Latin America, and as a result will continue to incur significant incremental upfront expenses associated with these growth opportunities. 77 Table of Contents Consolidated Results of Operations The following tables set forth our results of operations for the periods presented.
Moreover, and in the long term, we plan to expand our business internationally in places such as Europe, Asia Pacific and Latin America, and as a result will continue to incur significant incremental upfront expenses associated with these growth opportunities. 71 Table of Contents Consolidated Results of Operations The following tables set forth our results of operations for the periods presented.
Variable consideration for these services is allocated to and recognized over the related time period such advertising and membership services are rendered as the amounts reflect the consideration we are entitled to and relate specifically to our efforts to satisfy our performance obligation.
Variable consideration for these services is allocated to and recognized over the related time period such advertising and membership services are rendered as the amounts reflect the consideration we are entitled to and relate specifically to our efforts to satisfy our performance obligations.
PodcastOne earns advertising revenues primarily for fees earned from advertisement placement purchased by the customer during the time the podcast is delivered to the viewing audience, under the terms and conditions as set forth in the applicable podcasting agreement calculated using impressions. From time to time we enter into barter transactions involving advertising provided in exchange for goods and services.
We earn advertising revenues primarily for fees earned from advertisement placement purchased by the customer during the time the podcast is delivered to the viewing audience, under the terms and conditions as set forth in the applicable podcasting agreement calculated using impressions. From time to time we enter into barter transactions involving advertising provided in exchange for goods and services.
This significant concentration of revenue from one customer poses risks to our operating results, and any change in the means this customer utilizes our services beyond March 31, 2024 could cause our revenue to fluctuate significantly.
This significant concentration of revenue from one customer poses risks to our operating results, and any change in the means this customer utilizes our services beyond March 31, 2025 could cause our revenue to fluctuate significantly.
Under the New 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.
Under the Shelf S-3, we will have the ability to raise up to $150.0 million in cash from the sale of our equity, debt and/or other financial instruments.
We report revenue on a gross or net basis based on management’s assessment of whether we act as a principal or agent in the transaction. To the extent we act as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable.
We report revenue on a gross or net basis based on management’s assessment of whether we act as a principal or agent in the transaction and is evaluated on a transaction by transaction basis. To the extent we act as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable.
The decrease was primarily driven by the decrease in events held by us during the fiscal year ended March 31, 2023, with no comparable event held during the year ended March 31, 2024.
The decrease was primarily driven by the decrease in events held by us during the fiscal year ended March 31, 2024, with no comparable event held during the year ended March 31, 2025.
Licensing Revenue Licensing revenue primarily consists of sales of licensing rights to digitally stream its live music services in certain geographies (e.g. China).
Licensing Revenue Licensing revenue primarily consists of sales of licensing rights to digitally stream our live music services in certain geographies (e.g. China).
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 “New Shelf S-3”) with the SEC, which was declared effective by the SEC on February 17, 2022.
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.
Liquidity and Capital Resources Current Financial Condition As of March 31, 2024, our principal sources of liquidity were our cash and cash equivalents, including restricted cash balances in the amount of $7.1 million, which primarily are invested in cash in banking institutions in the U.S.
Liquidity and Capital Resources Current Financial Condition As of March 31, 2025, our principal sources of liquidity were our cash and cash equivalents, including restricted cash balances in the amount of $4.1 million, which primarily are invested in cash in banking institutions in the U.S.
Opportunities, Challenges and Risks For our fiscal year ended March 31, 2024, we derived 56% of our revenue from paid memberships and the remainder from advertising, ticketing, sponsorship, merchandising and licensing.
Opportunities, Challenges and Risks For our fiscal year ended March 31, 2025, we derived 50% of our revenue from paid memberships and the remainder from advertising, ticketing, sponsorship, merchandising and licensing.
Revenues are recognized based on delivery of impressions over the contract period to the third-party exchanges, either when an ad is placed for listening or viewing by a visitor or when the visitor “clicks through” on the advertisement. The advertising exchange companies report the variable advertising revenue on a monthly basis.
Revenues are recognized based on delivery of impressions over the contract period to the third-party exchanges, either when an ad is placed for listening or viewing by a visitor or when the visitor “clicks through” on the advertisement. The advertising exchange companies report the variable advertising revenue on a monthly basis which represents our efforts to satisfy the performance obligation.
The increase was primarily due to us settling past amounts owed for vendors, therefore credits were recorded during the prior period. Merchandising Merchandising cost of sales decreased by $1.0 million, or 14%, to $6.5 million for the year ended March 31, 2024, as compared to $7.5 million for the year ended March 31, 2023.
The increase was primarily due to us settling past amounts owed for vendors, therefore credits were recorded during the prior period. Merchandising Merchandising cost of sales decreased by $2.0 million, or 30%, to $4.5 million for the year ended March 31, 2025, as compared to $6.5 million for the year ended March 31, 2024.
In May 2024, we entered into an at-the-market agreement with Roth Capital Partners, LLC ("Roth Capital"), under which we may offer and sell shares of our common stock having an aggregate offering price of up to $25 million from time to time through Roth Capital acting as our sales agent,.
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.
We recognize revenue and measure the transaction price net of taxes collected from customers and remitted to governmental authorities. Sales commissions are expensed as incurred and are recorded in sales and marketing expenses in the consolidated statements of operations.
Merchandise Revenue Revenue is recognized upon the transfer of control to the customer. We recognize revenue and measure the transaction price net of taxes collected from customers and remitted to governmental authorities. Sales commissions are expensed as incurred and are recorded in sales and marketing expenses in the consolidated statements of operations.
The increase was primarily due to an increase in revenue share expense compared to the prior year period and is line with the increase in revenue for the period. 80 Table of Contents Production Production cost of sales increased by $0.2 million, or 34%, to a credit of $0.3 million for the year ended March 31, 2024, as compared to a credit of $0.4 million for the year ended March 31, 2023.
The increase was primarily due to an increase in revenue share expense compared to the prior year period and is line with the increase in revenue for the period. 74 Table of Contents Production Production cost of sales increased by $0.6 million, or 212%, to $0.3 million for the year ended March 31, 2025, as compared to a credit of $0.3 million for the year ended March 31, 2024.
Ticket/Event Ticket/Event revenue decreased by $0.7 million, or 84%, to $0.1 million for the year ended March 31, 2024, as compared to $0.8 million for the year ended March 31, 2023. The decrease was driven by the lack of in-person events during the current year.
Ticket/Event Ticket/Event revenue decreased by $0.1 million, or 100%, to none for the year ended March 31, 2025, as compared to $0.1 million for the year ended March 31, 2024. The decrease was driven by the lack of in-person events during the current year.
Corporate expense Our Corporate operating results and discussions of significant variances are, as follows (in thousands): % Change Year Ended March 31, 2024 vs. 2024 2023 2023 Sales & Marketing, Product Development, and G&A $ 8,321 $ 6,470 -29 % Operating Loss $ (8,321 ) $ (6,470 ) -29 % Operating Margin N/A N/A - % Adjusted EBITDA* $ (6,189 ) $ (7,040 ) 12 % * See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA Operating Loss Operating loss increased by $1.9 million, or 29%, to $8.3 million for the year ended March 31, 2024, as compared to $6.5 million for the year ended March 31, 2023, largely due to an increase in legal and accounting costs.
Corporate expense Our Corporate operating results and discussions of significant variances are, as follows (in thousands): % Change Year Ended March 31, 2025 vs. 2025 2024 2024 Sales & Marketing, Product Development, and G&A $ 10,448 $ 8,321 26 % Operating Loss $ (10,448 ) $ (8,321 ) 26 % Operating Margin N/A N/A - % Adjusted EBITDA* $ (6,709 ) $ (6,189 ) -8 % * See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA Operating Loss Operating loss increased by $2.1 million, or 26%, to $10.4 million for the year ended March 31, 2025, as compared to $8.3 million for the year ended March 31, 2024, largely due to an increase in our legal and accounting costs.
Merchandising Merchandising revenue decreased by $2.6 million, or 24%, to $8.3 million for the year ended March 31, 2024, as compared to $10.8 million for the year ended March 31, 2023 due to a reduction in demand from both retail partners and our direct to consumer merchandising business.
Merchandising Merchandising revenue decreased by $3.1 million, or 37%, to $5.2 million for the year ended March 31, 2025, as compared to $8.3 million for the year ended March 31, 2024 due to a reduction in demand from both retail partners and our direct to consumer merchandising business.
Revenue Revenue decreased $3.6 million, or 28%, to $9.2 million during the year ended March 31, 2024, as compared to $12.8 million for the year ended March 31, 2023, primarily due to a decrease in merchandising revenue due to a reduction in demand from both retail partners and our direct to consumer business.
Revenue Revenue decreased $3.7 million, or 40%, to $5.5 million during the year ended March 31, 2025, as compared to $9.2 million for the year ended March 31, 2024, primarily due to a decrease in our merchandising revenue due to a reduction in demand from both our retail partners and our direct to consumer business.
We record the fair value of these equity-based awards and expense at their cost ratably over related vesting periods. Business Combinations We account for business combinations using the purchase method of accounting where the cost is allocated to the underlying net tangible and intangible assets acquired, based on their respective fair values.
We record the fair value of these equity-based awards as an expense over the related vesting period of the option awarded to the non-employee. Business Combinations We account for business combinations using the purchase method of accounting where the cost is allocated to the underlying net tangible and intangible assets acquired, based on their respective fair values.
As reflected in our consolidated financial statements included elsewhere in this Annual Report, we have a history of losses and incurred a net loss of $13.3 million and had a working capital deficiency of $22.5 million as of March 31, 2024.
As reflected in our consolidated financial statements included elsewhere in this Annual Report, we have a history of losses and incurred a net loss of $20.4 million and had a working capital deficiency of $21.3 million as of March 31, 2025.
For the Year ended March 31, 2024 and 2023, all material amounts of our revenue were derived from customers located in the United States and moreover, one of our customers accounted for 51% and 44% of our consolidated revenue.
For the years ended March 31, 2025 and 2024, all material amounts of our revenue were derived from customers located in the United States and moreover, one of our customers accounted for 45% and 51% of our consolidated revenue, respectively.
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 one key customer for a substantial percentage of its revenue; our ability to consummate any proposed financing, acquisition, spin-out, distribution or transaction, the timing of the closing of such proposed event, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all, or that the closing of any proposed financing, acquisition, spin-out, distribution or transaction will not occur or whether any such event will enhance shareholder value; our ability to continue as a going concern; our ability to attract, maintain and increase the number of its users and paid members; our identifying, acquiring, securing and developing content; our intent to repurchase shares of our and/or PodcastOne's common stock from time to time under our announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; our ability to maintain compliance with certain financial and other covenants; successfully implementing our growth strategy, including relating to our technology platforms and applications; management's relationships with Industry Stakeholders; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of our subsidiaries; and other risks, uncertainties and factors set forth in “Item 1A.
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 its revenue; our ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or 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, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; our ability to continue as a going concern; our ability to attract, maintain and increase the number of its users and paid members; our ability to identify, acquire, secure and develop content; our intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under our announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; our ability to maintain compliance with certain financial and other debt covenants; our ability to successfully implement our growth strategy, including relating to our technology platforms and applications; management’s relationships with industry stakeholders; our ability to repay our indebtedness when due; our ability to satisfy the conditions for closing on our announced additional convertible debentures financing; uncertain and unfavorable outcomes in legal proceedings and/or our 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 our subsidiaries; and other risks, uncertainties and factors and other risks, uncertainties and factors set forth in “Item 1A.
Growth in our margins is heavily dependent on our ability to grow the membership base in a cost-efficient manner, coupled with the managing the costs associated with implementing and operating our services, including the costs of licensing music with the music labels, producing, streaming and distributing video and audio content and sourcing and distributing personalized products and gifts.
Growth in our margins is heavily dependent on our ability to convert as many of the OEM drivers as possible to become direct subscribers of our LiveOne app and to otherwise grow our membership base in a cost-efficient manner, coupled with the managing the costs associated with implementing and operating our services, including the costs of licensing music with the music labels, producing, streaming and distributing video and audio content and sourcing and distributing personalized products and gifts.
Growth in our music services is also dependent upon the number of customers that use and pay for our services, the attractiveness of our music platform to sponsors and advertisers and our ability to negotiate favorable economic terms with music labels, publishers, artists and/or festival owners, and the number of consumers who use our services.
Growth in our music services is also dependent upon our ability to convert as many of the OEM drivers as possible to become direct subscribers of our LiveOne app, the number of customers that use and pay for our services, the attractiveness of our music platform to sponsors and advertisers and our ability to negotiate favorable economic terms with music labels, publishers, artists and/or festival owners, and the number of consumers who use our services.
Operating Loss Operating loss increased by $2.4 million, or 61%, to $6.3 million for the year ended March 31, 2024 from $3.9 million for the year ended March 31, 2023, as a result of a decrease in contribution margin coupled with the increase in expenses due to an increase in general and administrative expenses. 83 Table of Contents Adjusted EBITDA Adjusted EBITDA loss increased by $3.7 million, or 1,636%, to $3.9 million loss for the year ended March 31, 2024, as compared to a $0.2 million loss for the year ended March 31, 2023.
Operating Loss Operating loss increased by $0.8 million, or 12%, to $7.1 million for the year ended March 31, 2025 from $6.3 million for the year ended March 31, 2024, as a result of a decrease in our contribution margin coupled with the increase in our expenses due to an increase in our general and administrative expenses. 77 Table of Contents Adjusted EBITDA Adjusted EBITDA* loss decreased by $0.8 million, or 21%, to $3.1 million loss for the year ended March 31, 2025, as compared to a $3.9 million loss for the year ended March 31, 2024.
Sponsorship and Licensing Sponsorship and licensing revenue decreased by $0.3 million, or 71%, to $0.1 million from $0.4 million for the year ended March 31, 2024 as compared to the year ended March 31, 2023.
Sponsorship and Licensing Sponsorship and licensing revenue decreased by $0.1 million, or 100%, from none for the year ended March 31, 2025 as compared to $0.1 million for the year ended March 31, 2024.
Where applicable, we have determined that we act as the principal in all of its membership service streams and may act as principal or agent for our advertising and licensing revenue streams.
Where applicable, we have determined that we act as the principal in all of our subscription service, sponsorship, and merchandising streams and may act as principal or agent for our ticketing/live events, advertising and licensing revenue streams.
Adjusted EBITDA Corporate Adjusted EBITDA loss decreased $0.8 million, or 12%, to a $6.2 million loss for the year ended March 31, 2024 as compared to $7.0 million loss for the year ended March 31, 2023. The decrease was largely due to the reduction of employee and employee-related expenses.
Adjusted EBITDA Corporate Adjusted EBITDA* loss increased $0.5 million, or 8%, to a $6.7 million loss for the year ended March 31, 2025 as compared to $6.2 million loss for the year ended March 31, 2024. The increase was largely due to the slight increase of our employee and employee-related expenses.
As of March 31, 2024, we have a senior secured line of credit of $7.0 million and a notes payables balance of $1.5 million, net of discounts.
As of March 31, 2025, we have a senior secured line of credit of $3.0 million and a notes payables balance of $0.8 million, net of discounts.
Our ability to attract and retain new and existing customers will be highly dependent on our abilities to implement and continually improve upon our technology and services on a timely basis and continually improve our network and operations as technology changes and as we experience increased network capacity constraints as we continue to grow.
Our ability to attract and retain new and existing customers will be highly dependent on our ability to convert as many of the OEM drivers as possible to become direct subscribers of our LiveOne app and to implement and continually improve upon our technology and services on a timely basis and continually improve our network and operations as technology changes and as we experience increased network capacity constraints as we continue to grow.
Impairment of Intangible Assets Impairment of intangible assets decreased $1.2 million, or 92%, to $0.1 million for the year ended March 31, 2024, as compared to $1.4 million for the year ended March 31, 2023, which is attributed to the impairment within our Media Group for the year ended March 31, 2024 and React Presents acquisition for the year ended March 31, 2023 (see Note 6 – Goodwill and Intangible Assets). 81 Table of Contents Total Other Expense, Net % Change Year Ended March 31, 2024 vs. 2024 2023 2023 Total other expense, net $ (8,525 ) $ (7,770 ) 10 % Total other expense, net increased by $0.8 million, or 10%, to $8.5 million for the year ended March 31, 2024, as compared to $7.8 million for the year ended March 31, 2023.
Impairment of Fixed Assets, Intangible Assets and Goodwill Impairment of intangible assets increased $11.5 million, to $11.5 million for the year ended March 31, 2025, as compared to $0.1 million for the year ended March 31, 2024, which is attributed to the impairments within our Media Group, PodcastOne and Slacker reporting units for the year ended March 31, 2025 and React Presents acquisition for the year ended March 31, 2024 (see Note 4 – Property and Equipment and Note 5 – Goodwill and Intangible Assets). 75 Table of Contents Total Other Expense, Net % Change Year Ended March 31, 2025 vs. 2025 2024 2024 Total other expense, net $ (2,498 ) $ (8,525 ) -71 % Total other expense, net decreased by $6.0 million, or 71%, to $2.5 million for the year ended March 31, 2025, as compared to $8.5 million for the year ended March 31, 2024.
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.
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. On October 1, 2024, we announced an amended relationship with our largest OEM customer.
The increase was primarily as a result of member growth with our largest OEM customer. 79 Table of Contents Advertising Revenue Advertising revenue increased by $8.6 million, or 24%, to $43.7 million during the year ended March 31, 2024, as compared to $35.1 million the year ended March 31, 2023, which is primarily due to growth in advertising at PodcastOne year-over-year.
The decrease was primarily as a result of a decrease in membership growth with our largest OEM customer due to our amended arrangement which was effective October 1, 2024. 73 Table of Contents Advertising Revenue Advertising revenue increased by $8.6 million, or 20%, to $52.3 million during the year ended March 31, 2025, as compared to $43.7 million the year ended March 31, 2024, which is primarily due to growth in advertising at PodcastOne year-over-year.
This was largely due to the decrease in revenue compared to the prior year.
This was largely due to the decrease in our revenue compared to the prior year offset by a decrease in our expenses.
Business Segment Results Year Ended March 31, 2024 , as compared to Year Ended March 31, 2023 Audio Group - PodcastOne Operations Our Audio Group Operations, which include our PodcastOne operating results were, and discussions of significant variances are, as follows (in thousands): Year Ended March 31, 2024 2023 % Change Revenue $ 43,302 $ 34,645 25 % Cost of Sales 37,326 27,579 35 % Sales & Marketing, Product Development and G&A 9,500 8,224 16 % Intangible Asset Amortization 897 99 806 % Operating Income (Loss) $ (4,421 ) $ (1,257 ) 252 % Operating Margin (10 )% -4 % -7 % Adjusted EBITDA* $ 501 $ 428 17 % Adjusted EBITDA Margin* 1 % 1 % 0 % * See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin. 82 Table of Contents Revenue Revenue increased $8.7 million, or 25%, during the year ended March 31, 2024, primarily due to increased advertising.
Business Segment Results Year Ended March 31, 2025 , as compared to Year Ended March 31, 2024 Audio Group - PodcastOne Operations Our Audio Group Operations, which include our PodcastOne operating results were, and discussions of significant variances are, as follows (in thousands): Year Ended March 31, 2025 2024 % Change Revenue $ 52,119 $ 43,302 20 % Cost of Sales 47,394 37,326 27 % Sales & Marketing, Product Development and G&A 9,736 9,500 2 % Intangible Asset Amortization and Impairment 1,423 897 59 % Operating Income (Loss) $ (6,434 ) $ (4,421 ) 46 % Operating Margin (12 )% -10 % -2 % Adjusted EBITDA* $ (501 ) $ 501 -200 % Adjusted EBITDA Margin* (1 )% 1 % -2 % * See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin. 76 Table of Contents Revenue Revenue increased $8.8 million, or 20%, during the year ended March 31, 2025, primarily due to increased advertising.
Sources and Uses of Cash The following table provides information regarding our cash flows for the fiscal years ended March 31, 2024 and 2023 (in thousands): Year Ended March 31, 2024 2023 Net cash provided by (used in) operating activities $ 6,848 $ (3,843 ) Net cash used in investing activities (4,046 ) (2,450 ) Net cash (used in) provided by financing activities (4,309 ) 1,788 Net change in cash and cash equivalents and restricted cash $ (1,507 ) $ (4,505 ) Cash Provided By (Used In) Operating Activities Net cash provided by our operating activities for the year ended March 31, 2024 of $6.8 million primarily resulted from our net loss during the period of $13.3 million, which included non-cash charges of $18.2 million largely comprised of depreciation and amortization, stock-based compensation, amortization of debt discount and changes in the fair value of embedded derivatives.
Sources and Uses of Cash The following table provides information regarding our cash flows for the fiscal years ended March 31, 2025 and 2024 (in thousands): Year Ended March 31, 2025 2024 Net cash provided by operating activities $ 6,368 $ 6,848 Net cash used in investing activities (3,123 ) (4,046 ) Net cash used in financing activities (6,238 ) (4,309 ) Net change in cash and cash equivalents and restricted cash $ (2,993 ) $ (1,507 ) Cash Provided By Operating Activities Net cash provided by our operating activities for the year ended March 31, 2025 of $6.4 million primarily resulted from our net loss during such period of $20.4 million, which included non-cash charges of $22.3 million largely comprised of depreciation and amortization, stock-based compensation and impairment of goodwill, fixed assets and intangibles.
Media Group Operations Our Media Group Operations which consist of all of our other operating subsidiaries outside of PodcastOne and Slacker operating results were, and discussions of significant variances are, as follows (in thousands): Year Ended March 31, 2024 2023 % Change Revenue $ 9,179 $ 12,763 -28 % Cost of Sales 6,197 7,077 -12 % Sales & Marketing, Product Development and G&A 8,574 7,636 12 % Intangible Asset Amortization 676 1,947 -65 % Operating Income (Loss) $ (6,268 ) $ (3,897 ) 61 % Operating Margin -68 % -31 % -38 % Adjusted EBITDA* $ (3,888 ) $ (224 ) 1636 % Adjusted EBITDA Margin* -42 % -2 % -41 % * See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin.
Media Group Operations Our Media Group Operations which consist of all of our other operating subsidiaries outside of PodcastOne and Slacker operating results were, and discussions of significant variances are, as follows (in thousands): Year Ended March 31, 2025 2024 % Change Revenue $ 5,499 $ 9,179 -40 % Cost of Sales 4,850 6,197 -22 % Sales & Marketing, Product Development and G&A 4,589 8,574 -46 % Intangible Asset Amortization and Impairment 3,110 676 360 % Operating Income (Loss) $ (7,050 ) $ (6,268 ) 12 % Operating Margin -128 % -68 % -60 % Adjusted EBITDA* $ (3,085 ) $ (3,888 ) -21 % Adjusted EBITDA Margin* -56 % -42 % -14 % * See “—Non-GAAP Measures” below for the definition and reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin.
Net cash used in investing activities for the year ended March 31, 2023 of $2.5 million was principally due to the $2.4 million cash used for the purchase of property and equipment during such period.
Cash Flows Used In Investing Activities Net cash used in investing activities for the year ended March 31, 2025 of $3.1 million was principally due to the $3.1 million cash used for the purchase of our property and equipment and $0.1 million for the purchase of our intangible assets during such period.
Net cash used in our operating activities for the year ended March 31, 2023 of $3.8 million primarily resulted from our net loss during the period of $10.0 million, which included non-cash charges of $9.6 million largely comprised of depreciation and amortization, stock-based compensation and loss of extinguishment of debt.
Net cash provided by our operating activities for the year ended March 31, 2024 of $6.8 million primarily resulted from our net loss during the period of $13.3 million, which included non-cash charges of $18.2 million largely comprised of depreciation and amortization, stock-based compensation, amortization of debt discount and changes in the fair value of embedded derivatives.
Audio Group - Slacker Operations Our Audio Group Operations, which include our Slacker operating results were, and discussions of significant variances are, as follows (in thousands): Year Ended March 31, 2024 2023 % Change Revenue $ 65,959 $ 52,203 26% Cost of Sales 42,867 32,126 33% Sales & Marketing, Product Development and G&A 8,393 6,985 20% Intangible Asset Amortization 358 3,652 -90% Operating Income (Loss) $ 14,341 $ 9,440 52% Operating Margin 22% 18% 4% Adjusted EBITDA* $ 20,553 $ 17,766 16% Adjusted EBITDA Margin* 31% 34% -3% Revenue Revenue increased $13.8 million, or 26%, during the year ended March 31, 2024, primarily due to increased membership revenue as a result of increased membership growth with our largest OEM customer.
Audio Group - Slacker Operations Our Audio Group Operations, which include our Slacker operating results were, and discussions of significant variances are, as follows (in thousands): Year Ended March 31, 2025 2024 % Change Revenue $ 56,787 $ 65,959 -14 % Cost of Sales 32,997 42,867 -23 % Sales & Marketing, Product Development and G&A 8,844 8,393 5 % Intangible Asset Amortization and Impairment 9,070 358 2434 % Operating Income (Loss) $ 5,876 $ 14,341 -59 % Operating Margin 10 % 22 % -11 % Adjusted EBITDA* $ 18,679 $ 20,553 -9 % Adjusted EBITDA Margin* 33 % 31 % 2 % Revenue Revenue decreased $9.2 million, or 14%, during the year ended March 31, 2025, primarily due to our decreased membership revenue as a result of the change in the terms of the agreement with our largest OEM customer.
The increase was in line with the higher membership revenues noted above. Advertising Advertising cost of sales increased by $7.9 million, or 26%, to $38.1 million for the year ended March 31, 2024, as compared to $30.1 million for the year ended March 31, 2023.
The decrease was in line with the lower membership revenues noted above. Advertising Advertising cost of sales increased by $10.2 million, or 27%, to $48.3 million for the year ended March 31, 2025, as compared to $38.1 million for the year ended March 31, 2024.
Operating Loss Operating loss increased by $3.1 million or 252%, for the year ended March 31, 2024, as the increase in revenue was lower than the increase in operating expenses due to growing the business and the Spin-Out costs.
Operating Loss Operating loss increased by $2.0 million or 46%, for the year ended March 31, 2025, as the increase in revenue was lower than the increase in our operating expenses due to growing our business.
Credit Agreement and Other Debt For additional information regarding our credit agreement and other debt, see “Contractual Obligations” in this Item 7 below and in the footnotes to the Consolidated Financial Statements (Notes 8, 9, and 10 to our financial statements included elsewhere in this Annual Report).
As of the filing of this Annual Report, we have not sold any shares under such agreement. Credit Agreement and Other Debt For additional information regarding our credit agreement, Debentures and other debt, see “Contractual Obligations” in Notes 8, 9,10 and 19 to our consolidated financial statements included elsewhere in this Annual Report.
The decrease was largely due to lower salaries and wages of $0.5 million. Product Development Product development expenses decreased by $0.5 million, or 9%, to $4.7 million for the year ended March 31, 2024, as compared to $5.1 million for the year ended March 31, 2023.
Product Development Product development expenses decreased by $0.2 million, or 4%, to $4.5 million for the year ended March 31, 2025, as compared to $4.7 million for the year ended March 31, 2024. The decrease was primarily due to headcount reductions in the year ended March 31, 2025.
Other Operating Expenses Other operating expenses were as follows (in thousands): % Change Year Ended March 31, 2024 vs. 2024 2023 2023 Sales and marketing expenses $ 7,838 $ 8,302 -6 % Product development 4,681 5,136 -9 % General and administrative 22,268 15,877 40 % Amortization of intangible assets 1,815 4,342 -58 % Impairment of intangible assets 115 1,356 -92 % Total Other Operating Expenses $ 36,717 $ 35,013 5 % Sales and Marketing Expenses Sales and marketing expenses decreased by $0.5 million, or 6%, to $7.8 million for the year ended March 31, 2024, as compared to $8.3 million for the year ended March 31, 2023.
Other Operating Expenses Other operating expenses were as follows (in thousands): % Change Year Ended March 31, 2025 vs. 2025 2024 2024 Sales and marketing expenses $ 6,396 $ 7,838 -18 % Product development 4,475 4,681 -4 % General and administrative 22,746 22,268 2 % Amortization of intangible assets 1,947 1,815 7 % Impairment of fixed assets, intangible assets and goodwill 11,657 115 10037 % Total Other Operating Expenses $ 47,221 $ 36,717 29 % Sales and Marketing Expenses Sales and marketing expenses decreased by $1.4 million, or 18%, to $6.4 million for the year ended March 31, 2025, as compared to $7.8 million for the year ended March 31, 2024.
Revenue from barter transactions is recognized ratably over time based on the terms of the contract as delivery of impressions is performed on a consistent basis. Services received are charged to expense in the same manner. Merchandise Revenue Revenue is recognized upon the transfer of control to the customer.
Revenue from barter transactions is recognized ratably over time based on the terms of the contract as delivery of impressions is performed on a consistent basis.
The following table sets forth the reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure for the year ended March 31 (in thousands): Non- Recurring Net Depreciation Acquisition and Other Income and Stock-Based Realignment (Income) Provision Adjusted (Loss) Amortization Compensation Costs Expense for Taxes EBITDA Year Ended March 31, 2024 Operations – PodcastOne $ (14,732 ) $ 1,148 $ 3,483 $ 881 $ 9,666 $ 55 $ 501 Operations – Slacker 13,382 2,926 1,684 1,026 1,535 - 20,553 Operations – Media (1,397 ) 1,134 672 457 (4,754 ) - (3,888 ) Corporate (10,564 ) 14 2,126 94 2,078 63 (6,189 ) Total $ (13,311 ) $ 5,222 $ 7,965 $ 2,458 $ 8,525 $ 118 $ 10,977 Year Ended March 31, 2023 Operations – PodcastOne $ (6,967 ) $ 323 $ 1,001 $ 939 $ 5,132 $ - $ 428 Operations – Slacker 9,186 6,789 802 197 792 - 17,766 Operations – Media (2,800 ) 2,348 319 (262 ) 144 27 (224 ) Corporate (9,438 ) 22 1,834 (1,198 ) 1,702 38 (7,040 ) Total $ (10,019 ) $ 9,482 $ 3,956 $ (324 ) $ 7,770 $ 65 $ 10,930 The following table sets forth the reconciliation of gross profit, the most comparable GAAP financial measure to Contribution Margin for the years ended March 31, 2024 and 2023 (in thousands): Year Ended March 31, 2024 2023 Revenue: $ 118,440 $ 99,611 Less: Cost of sales (86,391 ) (66,782 ) Amortization of developed technology (3,009 ) (3,300 ) Gross Profit 29,040 29,529 Add back amortization of developed technology: 3,009 3,300 Contribution Margin $ 32,049 $ 32,829 Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
The following table sets forth the reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure for the year ended March 31 (in thousands): Non- Recurring Net Depreciation Acquisition and Other Income Impairment and Stock-Based Realignment (Income) Provision Adjusted (Loss) Amortization Compensation Costs Expense for Taxes EBITDA Year Ended March 31, 2025 Operations – PodcastOne $ (6,458 ) $ 1,671 $ 4,215 $ 47 $ - $ 24 $ (501 ) Operations – Slacker 3,570 11,875 1,283 244 1,707 - 18,679 Operations – Media (8,166 ) 3,430 887 640 123 1 (3,085 ) Corporate (9,316 ) 5 1,258 886 668 (210 ) (6,709 ) Total $ (20,370 ) $ 16,981 $ 7,643 $ 1,817 $ 2,498 $ (185 ) $ 8,384 Year Ended March 31, 2024 Operations – PodcastOne $ (14,732 ) $ 1,148 $ 3,483 $ 881 $ 9,666 $ 55 $ 501 Operations – Slacker 13,382 2,926 1,684 1,026 1,535 - 20,553 Operations – Media (1,397 ) 1,134 672 457 (4,754 ) - (3,888 ) Corporate (10,564 ) 14 2,126 94 2,078 63 (6,189 ) Total $ (13,311 ) $ 5,222 $ 7,965 $ 2,458 $ 8,525 $ 118 $ 10,977 The following table sets forth the reconciliation of gross profit, the most comparable GAAP financial measure to Contribution Margin for the years ended March 31, 2025 and 2024 (in thousands): Year Ended March 31, 2025 2024 Revenue: $ 114,405 $ 118,440 Less: Cost of sales (85,241 ) (86,391 ) Amortization of developed technology (3,087 ) (3,009 ) Gross Profit 26,077 29,040 Add back amortization of developed technology: 3,087 3,009 Contribution Margin $ 29,164 $ 32,049 Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
This was offset by $2.2 million attributed to a write off of contingent consideration and $7.6 million attributed to the write off of accrued expenses. The remainder of our sources of cash used in operating activities of $3.4 million was from changes in our working capital, including $2.5 million from timing of prepaid expenses and other assets.
The remainder of our sources of cash used in operating activities of $4.4 million was from changes in our working capital, including $6.1 million from timing of accounts payable, accrued expenses and royalty liabilities offset by a change in accounts receivables and other assets of $5.8 million.
The increase was largely due to an increase in share-based compensation of $1.7 million, an increase of $1.0 million in bad debt expense attributed to the bankruptcy of a merchandise retail partner and a $3.7 million increase primarily driven by the increase of professional services as a result of completing the spin-off of PodcastOne in September 2023.
The increase was largely due to an increase in share-based compensation of $0.8 million, offset by a decrease of professional services as a result of completing the Spin-Out of PodcastOne in September 2023.
The decrease was primarily due to headcount reductions in the year ended March 31, 2024. General and Administrative General and administrative expenses increased by $6.4 million, or 40%, to $22.3 million for the year ended March 31, 2024, as compared to $15.9 million for the year ended March 31, 2023.
General and Administrative General and administrative expenses increased by $0.4 million, or 2%, to $22.7 million for the year ended March 31, 2025, as compared to $22.3 million for the year ended March 31, 2024.
The key estimates applied when preparing cash flow projections relate to revenue, operating margins, economic lives of assets, overheads, taxation and discount rates.
The key estimates applied when preparing cash flow projections relate to revenue, operating margins, economic lives of assets, overheads, taxation and discount rates. 83 Table of Contents Goodwill is tested for impairment at the reporting unit level, which is the same or one level below an operating segment.
Adjusted EBITDA Adjusted EBITDA increased by $0.1 million, or 17%, to $0.5 million for the year ended March 31, 2024, as compared to $0.4 million for the year ended March 31, 2023. This was largely due to a decrease in general and administrative costs.
Adjusted EBITDA Adjusted EBITDA* decreased by $1.0 million, or 200%, to a loss of $(0.5) million for the year ended March 31, 2025, as compared to $0.5 million for the year ended March 31, 2024. This was largely due to an increase in our cost of sales to support sales.
Cost of Sales Cost of sales was as follows (in thousands): % Change Year Ended March 31, 2024 vs. 2024 2023 2023 Membership $ 42,121 $ 29,556 43 % Advertising 38,065 30,149 26 % Production (288 ) (438 ) -34 % Merchandising 6,493 7,515 -14 % Total Cost of Sales $ 86,391 $ 66,782 29 % Membership Membership cost of sales increased by $12.6 million, or 43%, to $42.1 million for the year ended March 31, 2024, as compared to $29.6 million for the year ended March 31, 2023.
Cost of Sales Cost of sales was as follows (in thousands): % Change Year Ended March 31, 2025 vs. 2025 2024 2024 Membership services $ 32,089 $ 42,121 -24 % Advertising 48,300 38,065 27 % Production 322 (288 ) 212 % Merchandising 4,530 6,493 -30 % Total Cost of Sales $ 85,241 $ 86,391 -1 % Membership Services Membership services cost of sales decreased by $10.0 million, or 24%, to $32.1 million for the year ended March 31, 2025, as compared to $42.1 million for the year ended March 31, 2024.
Our senior management regularly reviews our operating results, principally to make decisions about how we allocate our resources and to measure our segment and consolidated operating performance.
Our principal operations and decision-making functions are located in North America. We manage and report our businesses as three operating segments. Our senior management regularly reviews our operating results, principally to make decisions about how we allocate our resources and to measure our segments and consolidated operating performance.
Adjusted EBITDA Adjusted EBITDA increased by $2.8 million, or 16%, to $20.6 million for the year ended March 31, 2024, as compared to $17.8 million for the year ended March 31, 2023. This was largely due to one-time settlements of accrued expenses in the prior year.
Adjusted EBITDA Adjusted EBITDA* decreased by $1.9 million, or 9%, to $18.7 million for the year ended March 31, 2025, as compared to $20.6 million for the year ended March 31, 2024. This was largely due to the decrease in our revenue compared to the prior year.
Amortization of Intangible Assets Amortization of intangible assets decreased by $2.5 million, or 58%, to $1.8 million for the year ended March 31, 2024, as compared to $4.3 million for the year ended March 31, 2023. The decrease was primarily due to intangible assets becoming fully amortized in the prior year.
Amortization of Intangible Assets Amortization of intangible assets increased by $0.1 million, or 7%, to $1.9 million for the year ended March 31, 2025, as compared to $1.8 million for the year ended March 31, 2024. The increase was primarily due to the increase in intangibles capitalized at PodcastOne.
Net cash provided by financing activities for the year ended March 31, 2023 of $1.8 million was primarily due to proceeds from our PC1 Bridge Loan of $4.4 million, offset by a $2.2 million payment for treasury stock and a $0.4 million payment of a contingent consideration.
Cash Flows Used In Financing Activities Net cash used in financing activities for the year ended March 31, 2025 of $6.2 million was primarily due to payment of $4.1 million on our line of credit, $1.0 million for the purchase of treasury stock, payment of our Capchase loan of $0.7 million and payment of $0.5 million of dividends.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

156 edited+89 added−70 removed199 unchanged
Biggest changeConsolidated Statements of Stockholders ’ Equity (Deficit) For the Years Ended March 31, 2024 and 2023 (In thousands, except share and per share amounts) Redeemable Total Convertible Additional Paid Stockholders’ Preferred Stock Preferred stock Common stock in Accumulated Non-controlling Common stock in treasury Equity Shares Amount Shares Amount Shares Amount Capital Deficit Interest Shares Amount (Deficit) Balance as of April 1, 2022 - $ - - $ - 82,546,189 $ 83 $ 202,854 $ (213,853 ) - - $ - $ (10,916 ) Stock-based compensation - - - - - 1 3,048 - - - - 3,049 Vested employee restricted stock units - - - - 2,136,769 2 - - - - - 2 Issuance of shares for modification of debt instruments - - - - 1,250,000 1 1,300 - - - - 1,301 Extinguishment of debt – related party - - - - - - (488 ) - - - - (488 ) Issuance of shares for settlement of earnout - - - - 414,137 - 493 - - - - 493 Issuance of shares for settlement of accrued expenses - - - - 1,259,188 1 944 - - - - 945 Common stock issued as part of debt extinguishment - - - - 825,000 1 652 - - - - 653 Issuance of preferred stock in exchange of debt 5,000 4,827 16,177 16,177 - - - - - - - 16,177 Dividends on Series A preferred stock - - - - - - - (397 ) - - - (397 ) Common stock issued for services - - - - 1,200,878 1 348 - - - - 349 Treasury stock purchases - - - - - - - - - (2,220,914 ) (2,162 ) (2,162 ) Net loss - - - - - - - (10,019 ) - - - (10,019 ) Balance as of March 31, 2023 5,000 $ 4,827 16,177 $ 16,177 89,632,161 $ 90 $ 209,151 $ (224,269 ) $ - (2,220,914 ) $ (2,162 ) $ (1,013 ) Stock-based compensation - - - - - - 5,496 - - - - 5,496 Vested employee restricted stock units - - - - 1,855,576 2 - - - - - 2 Exercise of common stock options - - - - 10,000 - 8 - - - - 8 Common stock issued for purchase of intangible assets - - - - - - 1,079 - - - - 1,079 Conversion of PC1 bridge loan - - - - - - 4,752 - - - - 4,752 Dividends from spin-off of PodcastOne - - - - - - (1,513 ) - 1,513 - - - Reclassification of common stock warrants - - - - - - - - 5,896 5,896 Issuance of PodcastOne common stock - - - - - - (4,275 ) - 4,275 - - - Accrued dividends converted to preferred stock - - 2,637 2,637 - - - - - - - 2,637 Preferred stock accretion - 135 - - - - - - - - - - Dividends on Series A preferred stock - - - - - - - (2,749 ) - - - (2,749 ) Common stock issued for services - - - - 989,722 - 1,418 - - - - 1,418 Treasury stock purchases - - - - - - - - - (1,639,125 ) (2,620 ) (2,620 ) Net loss - - - - - - - (11,966 ) (1,345 ) - - (13,311 ) Balance as of March 31, 2024 5,000 $ 4,962 18,814 $ 18,814 92,487,459 $ 92 $ 216,116 $ (238,984 ) $ 10,339 (3,860,039 ) $ (4,782 ) $ 1,595 The accompanying notes are an integral part of these consolidated financial statements.
Biggest changeConsolidated Statements of Stockholders ’ Equity (Deficit) For the Years Ended March 31, 2025 and 2024 (In thousands, except share and per share amounts) Redeemable Total Convertible Additional Paid Stockholders’ Preferred Stock Preferred stock Common stock in Accumulated Non-controlling Common stock in treasury Equity Shares Amount Shares Amount Shares Amount Capital Deficit Interest Shares Amount (Deficit) Balance as of April 1, 2023 5,000 $ 4,827 16,177 $ 16,177 89,632,161 $ 90 $ 209,151 $ (224,269 ) - (2,220,914 ) $ (2,162 ) $ (1,013 ) Stock-based compensation - - - - - - 5,496 - - - - 5,496 Vested employee restricted stock units - - - - 1,855,576 2 - - - - - 2 Exercise of common stock options - - - - 10,000 - 8 - - - - 8 Common stock issued for purchase of intangible assets - - - - - - 1,079 - - - - 1,079 Conversion of Series A Preferred Stock into common stock and common stock warrants Conversion of PC1 bridge loan - - - - - - 4,752 - - - - 4,752 Dividends from spin-off of PodcastOne - - - - - - (1,513 ) - 1,513 - - - Reclassification of common stock warrants - - - - - - - - 5,896 5,896 Issuance of PodcastOne common stock - - - - - - (4,275 ) - 4,275 - - - Accrued dividends converted to preferred stock - - 2,637 2,637 - - - - - - - 2,637 Preferred stock accretion - 135 - - - - - - - - - - Dividends on Series A preferred stock - - - - - - - (2,749 ) - - - (2,749 ) Common stock issued for services - - - - 989,722 - 1,418 - - - - 1,418 Treasury stock purchases - - - - - - - - - (1,639,125 ) (2,620 ) (2,620 ) Net loss - - - - - - - (11,966 ) (1,345 ) - - (13,311 ) Balance as of March 31, 2024 5,000 $ 4,962 18,814 $ 18,814 92,487,459 $ 92 $ 216,116 $ (238,984 ) $ 10,339 (3,860,039 ) $ (4,782 ) $ 1,595 Stock-based compensation - - - - - - 3,993 - - - - 3,993 Vested employee restricted stock units - - - - 1,978,545 3 - - - - - 3 Retirement of treasury stock - - - - (4,262,632 ) (4 ) - (5,527 ) - 4,262,632 5,531 - Conversion of Series A Preferred Stock into common stock and common stock warrants (5,000 ) (4,962 ) (6,395 ) (6,395 ) 5,426,233 5 11,668 (316 ) 4,962 Issuance of PodcastOne common stock - - - - - - (685 ) - 685 - - - Dividends on Series A preferred stock - - 1,583 1,583 - - - (1,583 ) - - - - Common stock issued for services - - - - 1,135,540 1 2,403 - - - - 2,404 Treasury stock purchases - - - - - - - - - (558,247 ) (999 ) (999 ) Net loss - - - - - - - (18,709 ) (1,661 ) - - (20,370 ) Balance as of March 31, 2025 - $ - 14,002 $ 14,002 96,765,145 $ 97 $ 233,495 $ (265,119 ) $ 9,363 (155,654 ) $ (250 ) $ (8,412 ) The accompanying notes are an integral part of these consolidated financial statements.
Accordingly the Series A Preferred Stock was not accreted to the redemption amount in effect on the balance sheet date. Each share of Series A Preferred Stock is entitled to receive cumulative dividends payable at a rate per annum of 12% of the Stated Value.
Accordingly, the Series A Preferred Stock was not accreted to the redemption amount in effect on the balance sheet date. Each share of Series A Preferred Stock is entitled to receive cumulative dividends payable at a rate per annum of 12% of the Series A Stated Value.
Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. The Company has estimated a limitation of the federal and state NOL of $96.8 million and $80.6, respectively.
Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. The Company has estimated a limitation of the federal and state NOL of $96.8 million and $80.6 million, respectively.
Pursuant to the Exchange Agreements, the Company agreed that at any time that any of the shares of Series A Preferred Stock issued to the Harvest Funds are outstanding, (i) to directly or through its 100% owned subsidiaries (as applicable), to own on a fully diluted basis at least 66% of the total equity and voting rights of any and all classes of securities of each of PodcastOne, Slacker, PPV One, Inc., and LiveXLive Events, LLC subsidiaries of the Company, (ii) not to issue shares of its common stock or convertible equity securities at a price less than $2.10 per share (subject to certain exceptions), provided, that such consent shall not be required in connection with any merger, acquisition or other business combinations of the Company and/or any of its subsidiaries with any unaffiliated third party, (iii) not to raise more than an aggregate of $20,000,000 of capital in one or more offerings, including without limitation, one or more equity or debt offerings or a combination thereof, on an accumulated basis commencing after February 3, 2023 ( the “Qualified Offering”); provided, that such consent shall not be required for any equity financing of the Company at a price of $2.25 per share or above, and (iv) if after February 3, 2023 the Company distributes any of its assets or any shares of its common stock or Common Stock Equivalents (as defined in the Exchange agreements) of any of its subsidiaries pro rata to the record holders of any class of shares of its common stock, the Company shall distribute to the Holders its pro rata portion of any such distribution (calculated on an as-converted basis with respect to the then outstanding Series A Preferred Stock) concurrently with the distribution to the then record holders of any class of its common stock (including an applicable distribution of shares of PodcastOne’s common stock to the Harvest Funds in connection with the Spin-Out and special dividend of PodcastOne’s common stock to the Company’s stockholders of record), in each case without the Majority Holders’ prior written consent.
Pursuant to the Exchange Agreements, the Company agreed that at any time that any of the shares of Series A Preferred Stock issued to the Harvest Funds are outstanding, (i) to directly or through its 100% owned subsidiaries (as applicable), to own on a fully diluted basis at least 66% of the total equity and voting rights of any and all classes of securities of each of PodcastOne, Slacker, PPV One, Inc., and LiveXLive Events, LLC subsidiaries of the Company, (ii) not to issue shares of its common stock or convertible equity securities at a price less than $2.10 per share (subject to certain exceptions), provided, that such consent shall not be required in connection with any merger, acquisition or other business combinations of the Company and/or any of its subsidiaries with any unaffiliated third party, (iii) not to raise more than an aggregate of $20,000,000 of capital in one or more offerings, including without limitation, one or more equity or debt offerings or a combination thereof, on an accumulated basis commencing after February 3, 2023 ( the “Qualified Offering”); provided, that such consent shall not be required for any equity financing of the Company at a price of $2.25 per share or above, and (iv) if after February 3, 2023 the Company distributes any of its assets or any shares of its common stock or Common Stock Equivalents (as defined in the Exchange agreements) of any of its subsidiaries pro rata to the record holders of any class of shares of its common stock, the Company shall distribute to the Holders its pro rata portion of any such distribution (calculated on an as-converted basis with respect to the then outstanding Series A Preferred Stock) concurrently with the distribution to the then record holders of any class of its common stock (including an applicable distribution of shares of PodcastOne’s common stock to the Harvest Funds in connection with the Spin-Out (as defined below) and special dividend of PodcastOne’s common stock to the Company’s stockholders of record), in each case without the Majority Holders’ prior written consent.
Pursuant to the Agreements (i) the Holders converted approximately $11.4 million worth of shares of Series A Preferred Stock into shares of the Company’s common stock, at a price of $2.10 per share, as follows: HSCPM converted 5,602.09 shares of Series A Preferred Stock into 2,667,664 shares of the Company’s common stock, HSCP converted 2,397.91 shares of Series A Preferred Stock into 1,141,860 shares of the Company’s common stock, and Trinad Capital converted 3,395.09 shares of Series A Preferred Stock into 1,616,709 shares of the Company’s common stock, and (ii) HSCPM, HSCP and Trinad Capital received 910,340, 389,660 and 535,399 three -year warrants to purchase the Company’s common stock exercisable at a price of $2.10 per share (collectively, the “Warrants”).
Pursuant to the Agreements (i) the Holders converted approximately $11.4 million worth of shares of Series A Preferred Stock into shares of the Company’s common stock, at a price of $2.10 per share, as follows: HSCPM converted 5,602.09 shares of Series A Preferred Stock into 2,667,664 shares of the Company’s common stock, HSCP converted 2,397.91 shares of Series A Preferred Stock into 1,141,860 shares of the Company’s common stock, and Trinad Capital converted 3,395.09 shares of Series A Preferred Stock into 1,616,709 shares of the Company’s common stock (collectively, the “Shares”), and (ii) HSCPM, HSCP and Trinad Capital received 910,340, 389,660 and 535,399 three -year warrants to purchase the Company’s common stock exercisable at a price of $2.10 per share (collectively, the “Warrants”).
F- 19 Table of Contents Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.
F- 19 Table of Contents Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
F- 28 Table of Contents The fair value of the redemption features are measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs: March 31, 2023 Simulations 100,000 Expected stock-price volatility 71.50 % Risk-free interest rate 4.86 % Conversion price $ 2.54 Stock price $ 2.64 The fair value of the Redemption Liability was none at March 31, 2024 and was eliminated as the PC1 Notes were converted into PodcastOne's common stock, and therefore the derivative component was cancelled.
F- 27 Table of Contents The fair value of the redemption features are measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs: March 31, 2023 Simulations 100,000 Expected stock-price volatility 71.50 % Risk-free interest rate 4.86 % Conversion price $ 2.54 Stock price $ 2.64 The fair value of the Redemption Liability was none at March 31, 2024 and was eliminated as the PC1 Notes were converted into PodcastOne's common stock, and therefore the derivative component was cancelled.
Each holder of the PC1 Notes (other than the Company) could have at such holder’s option require PodcastOne to redeem up to 45% of the principal amount of such holder’s PC1 Notes (together with accrued interest thereon, but excluding the OID), in aggregate up to $3,000,000 for all of the PC1 Notes (other than those held by the Company), immediately prior to the completion of a Qualified Financing or a Qualified Event, as applicable, with such redemption to have been made pro rata to the redeeming holders of the PC1 Notes (the “Optional Redemption”).
Each holder of the PC1 Notes (other than the Company) could have at such holder’s option required PodcastOne to redeem up to 45% of the principal amount of such holder’s PC1 Notes (together with accrued interest thereon, but excluding the OID), in aggregate up to $3,000,000 for all of the PC1 Notes (other than those held by the Company), immediately prior to the completion of a Qualified Financing or a Qualified Event, as applicable, with such redemption to have been made pro rata to the redeeming holders of the PC1 Notes (the “Optional Redemption”).
The Company’s estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. F- 46 Table of Contents Cash equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days and time deposits.
The Company’s estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. F- 44 Table of Contents Cash equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days and time deposits.
F-7 Table of Contents LiveOne, Inc. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2024 and 2023 Note 1 — Organization and Basis of Presentation Organization LiveOne, Inc. together with its subsidiaries (“we,” “us,” “our”, the “Company” or “LiveOne”) is a Delaware corporation headquartered in Beverly Hills, California.
F-7 Table of Contents LiveOne, Inc. Notes to the Consolidated Financial Statements For the Years Ended March 31, 2025 and 2024 Note 1 — Organization and Basis of Presentation Organization LiveOne, Inc. together with its subsidiaries (“we,” “us,” “our”, the “Company” or “LiveOne”) is a Delaware corporation headquartered in Beverly Hills, California.
Share-based compensation expense during the year ended March 31, 2024 and 2023 includes the impact from differences in the timing of expense recognized in the statement of operations and the share issuances recorded in additional paid in capital, capitalization of internally developed software costs, and the benefit from the reversal of a previously accrued discretionary share-based award bonus of $1.1 million during the year ended March 31, 2022.
Share-based compensation expense during the year ended March 31, 2025 and 2024 includes the impact from differences in the timing of expense recognized in the statement of operations and the share issuances recorded in additional paid in capital, capitalization of internally developed software costs, and the benefit from the reversal of a previously accrued discretionary share-based award bonus of $1.1 million during the year ended March 31, 2022.
Capitalized internal-use software costs are amortized on a straight-line basis over their three - to five -year estimated useful lives. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Capitalized internal-use software costs are amortized on a straight-line basis over their two - to five -year estimated useful lives. The Company evaluates the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
The fair value of the shares was determined to be $1.0 million based on the Company’s share price at the date the shares were issued. As of March 31, 2024 , no amount was recorded as a prepaid asset related to this transaction in order to fund future amounts owed for royalties.
The fair value of the shares was determined to be $1.0 million based on the Company’s share price at the date the shares were issued. As of March 31, 2025, no amount was recorded as a prepaid asset related to this transaction in order to fund future amounts owed for royalties.
Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
On September 8, 2023, as a result of the Direct Listing and PodcastOne's shares of common stock becoming publicly traded, the warrant liability was reclassified to equity as the number and exercise price of the warrants was settled at 3,114,000 warrants with an exercise price of $3.00 per warrant per the warrant agreement.
On September 8, 2023, as a result of the Direct Listing and PodcastOne's shares of common stock becoming publicly traded, the warrant liability was reclassified to equity as the number and the exercise price of the warrants was settled at 3,114,001 warrants with an exercise price of $3.00 per warrant per the warrant agreement.
However, as of March 31, 2024 , the Company does not believe it is probable that these provisions of its agreements discussed above will, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows.
However, as of March 31, 2025 , the Company does not believe it is probable that these provisions of its agreements discussed above will, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
F- 35 Table of Contents From time to time, the Company is involved in legal proceedings and other matters arising in connection with the conduct of its business activities. Many of these proceedings may be at preliminary stages and/or seek an indeterminate amount of damages.
F- 33 Table of Contents From time to time, the Company is involved in legal proceedings and other matters arising in connection with the conduct of its business activities. Many of these proceedings may be at preliminary stages and/or seek an indeterminate amount of damages.
Note 16 — Employee Benefit Plan The Company sponsors a 401 (k) plan (the “401 (k) Plan”) covering all employees. Prior to March 31, 2019, only Slacker employees were eligible to participate in the 401 (k) Plan. Employees are eligible to participate in the 401 (k) Plan the first day of the calendar month following their date of hire.
Note 14 — Employee Benefit Plan The Company sponsors a 401 (k) plan (the “401 (k) Plan”) covering all employees. Prior to March 31, 2019, only Slacker employees were eligible to participate in the 401 (k) Plan. Employees are eligible to participate in the 401 (k) Plan the first day of the calendar month following their date of hire.
F- 36 Table of Contents Series A Preferred Stock The Series A Preferred Stock is convertible at any time at a Holder’s option into shares of the Company’s common stock, at a price of $2.10 per share of common stock, bears a dividend of 12% per annum, is perpetual and has no maturity date.
F- 34 Table of Contents Series A Preferred Stock The Series A Preferred Stock is convertible at any time at a Holder’s option into shares of the Company’s common stock, at a price of $2.10 per share of common stock, bears a dividend of 12% per annum, is perpetual and has no maturity date.
The estimated fair values were based on available market pricing information of similar financial instruments. Due to their short maturity, the carrying amounts of the Company’s accounts receivable, accounts payable and accrued expenses approximated their fair values as of March 31, 2024 and March 31, 2023 .
The estimated fair values were based on available market pricing information of similar financial instruments. Due to their short maturity, the carrying amounts of the Company’s accounts receivable, accounts payable and accrued expenses approximated their fair values as of March 31, 2025 and March 31, 2024 .
Note 17 — Stockholders ’ Equity Authorized Common Stock and Authority to Create Preferred Stock The Company has the authority to issue up to 510,000,000 shares, consisting of 500,000,000 shares of the Company’s common stock, $0.001 par value per share, and 10,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “preferred stock”).
Note 15 — Stockholders ’ Equity Authorized Common Stock and Authority to Create Preferred Stock The Company has the authority to issue up to 510,000,000 shares, consisting of 500,000,000 shares of the Company’s common stock, $0.001 par value per share, and 10,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “preferred stock”).
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company records a refund liability for expected returns based on prior returns history, recent trends, and projections for returns on sales in the current period. The refund liability at March 31, 2024 and 2023 was less than $0.1 million, respectively.
The Company records a refund liability for expected returns based on prior returns history, recent trends, and projections for returns on sales in the current period. The refund liability at March 31, 2025 and 2024 was less than $0.1 million, respectively.
Rent expense for these operating leases totaled $0.4 million and $0.4 million the years ended March 31, 2024 and 2023 , respectively, which is included in general and administrative expenses in the consolidated statement of operations.
Rent expense for these operating leases totaled $0.4 million and $0.4 million the years ended March 31, 2025 and 2024 , respectively, which is included in general and administrative expenses in the consolidated statement of operations.
During the years ended March 31, 2024 and 2023 , the Company capitalized $3.4 million and $2.4 million of internal use software, respectively. Goodwill and Indefinite-Lived Assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination and is carried at cost.
During the years ended March 31, 2025 and 2024 , the Company capitalized $3.3 million and $3.4 million of internal use software, respectively. Goodwill and Indefinite-Lived Assets Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired in a business combination and is carried at cost.
Financial Statements and Supplementary Data ​ Report of Independent Registered Public Accounting Firm (Macias Gini & O’Connell LLP; Los Angeles, California; PCAOB ID#324) F-2 Consolidated Balance Sheets as of March 31, 2024 and 2023 F-4 Consolidated Statements of Operations for the years ended March 31, 2024 and 2023 F-5 Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2024 and 2023 F-6 Consolidated Statements of Cash Flows for the years ended March 31, 2024 and 2023 F-7 Notes to the Consolidated Financial Statements F-8 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors LiveOne, Inc.
Financial Statements and Supplementary Data ​ Report of Independent Registered Public Accounting Firm (Macias Gini & O’Connell LLP; Los Angeles, California; PCAOB ID#324) F-2 Consolidated Balance Sheets as of March 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended March 31, 2025 and 2024 F-5 Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended March 31, 2025 and 2024 F-7 Notes to the Consolidated Financial Statements F-8 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of LiveOne, Inc.
The derivative liabilities are recognized at fair value on a recurring basis at March 31, 2024 and 2023 , respectively, and are Level 3 measurements. There have been no transfers between levels.
The derivative liabilities are recognized at fair value on a recurring basis at March 31, 2025 and 2024 , respectively, and are Level 3 measurements. There have been no transfers between levels.
The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 2024 and 2023 , the Company has not accrued interest or penalties related to uncertain tax positions.
The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 2025 and 2024 , the Company has not accrued interest or penalties related to uncertain tax positions.
In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures (“ASU 2023 - 09” ), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.
Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures (“ASU 2023 - 09” ), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.
In July 2022, the Company extended the maturity date of its revolving credit facility to June 2024 and its variable interest rate was increased to 2.5%. The Revolving Credit Facility bears interest at a variable rate equal to the Wall Street Journal Prime Rate , plus 2.5%. The interest rate for the period ended March 31, 2024 was 11.00%.
In July 2022, the Company extended the maturity date of its revolving credit facility to June 2024 and its variable interest rate was increased to 2.5%. The Revolving Credit Facility bears interest at a variable rate equal to the Wall Street Journal Prime Rate, plus 2.5%. The interest rate for the period ended March 31, 2025 was 10.00%.
PodcastOne arrangement PodcastOne leases certain premises under a month-to-month operating lease. Rent expense for the operating lease totaled $0.3 million and $0.3 million for the year ended March 31, 2024 and March 31, 2023 , respectively.
PodcastOne arrangement PodcastOne leases certain premises under a month-to-month operating lease. Rent expense for the operating lease totaled $0.3 million and $0.3 million for the year ended March 31, 2025 and March 31, 2024 , respectively.
Options Grants to Non-Employees As of March 31, 2024 , there were no unrecognized compensation costs for unvested awards to non-employees. There were no option grants to non-employees for the last two fiscal years.
Options Grants to Non-Employees As of March 31, 2025 , there were no unrecognized compensation costs for unvested awards to non-employees. There were no option grants to non-employees for the last two fiscal years.
Note 2 — Summary of Significant Accounting Policies F- 9 Table of Contents Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with the United States of America (“US”) generally accepted accounting principles (“GAAP”) requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.
Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with the United States of America (“US”) generally accepted accounting principles (“GAAP”) requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.
F- 41 Table of Contents Note 18 — Income Tax Provision The Company’s income tax provision can be affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items.
F- 39 Table of Contents Note 16 — Income Tax Provision The Company’s income tax provision can be affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items.
The Company may prepay at any time without penalty all or a portion of the amount owed to the Senior Lender. The Business Loan Agreement includes various financial and other covenants with which the Company has to comply in order to maintain borrowing availability, including maintaining required minimum liquidity amount and Borrowing Base capacity.
The Company may prepay at any time without penalty all or a portion of the amount owed to the Senior Lender. The 2025 Business Loan Agreement includes customary events of default and various financial and other covenants with which the Company has to comply in order to maintain borrowing availability, including maintaining required minimum liquidity amount and Borrowing Base capacity.
F- 44 Table of Contents Segment and Geographic Information The Company’s operations are based in the United States. All material revenues of the Company are derived from the United States.
F- 42 Table of Contents Segment and Geographic Information The Company’s operations are based in the United States. All material revenues of the Company are derived from the United States.
The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the short-term nature of its membership receivables. At March 31, 2024 and 2023 , the Company had one customer that made up 42% and 32% of the total accounts receivable balance, respectively.
The Company believes that the credit risk with respect to trade receivables is limited due to the large and established nature of its largest customers and the short-term nature of its membership receivables. At March 31, 2025 and 2024 , the Company had one customer that made up 10% and 42% of the total accounts receivable balance, respectively.
F- 34 Table of Contents Employment Arrangements As of March 31, 2024 , the Company has an employment agreement and employment arrangement with two named executive officers (“Section 16 Officers”) that provide salary payments of $0.7 million and target bonus compensation of up to $0.3 million on an annual basis.
F- 32 Table of Contents Employment Arrangements As of March 31, 2025 , the Company has an employment agreement and employment arrangement with two named executive officers (“Section 16 Officers”) that provide salary payments of $0.7 million and target bonus compensation of up to $0.3 million on an annual basis.
F- 29 Table of Contents Note 10 — Senior Secured Revolving Line of Credit On June 2, 2021, the Company entered into a Business Loan Agreement with East West Bank (the “Senior Lender”), which provided for a revolving credit facility collateralized by all the assets of the Company and its subsidiaries.
F- 28 Table of Contents Note 9 — Senior Secured Revolving Line of Credit On June 2, 2021, the Company entered into a Business Loan Agreement with East West Bank (the “Senior Lender”), which provided for a revolving credit facility collateralized by all the assets of the Company and its subsidiaries.
F- 31 Table of Contents Note 12 — Related Party Transactions As of March 31, 2022, the Company had unsecured 8.5% Senior Secured Convertible Notes previously issued to Trinad Capital (as defined below).
F- 29 Table of Contents Note 10 — Related Party Transactions As of March 31, 2022, the Company had unsecured 8.5% Senior Secured Convertible Notes previously issued to Trinad Capital (as defined below).
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not applicable to smaller reporting companies. 91 Table of Contents Item 8.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not applicable to smaller reporting companies. 85 Table of Contents Item 8.
The following table summarizes the activity of our options issued to non-employees under the 2016 Equity Plan during the years ended March 31, 2024 and 2023 : Weighted-Average Exercise Price per Number of Shares Share Outstanding as of April 1, 2022 25,000 $ 4.00 Granted - - Exercised - - Forfeited or expired - - Outstanding as of March 31, 2023 25,000 4.00 Granted - - Exercised - - Forfeited or expired - - Outstanding as of March 31, 2024 25,000 $ 4.00 Exercisable as of March 31, 2024 25,000 $ 4.00 F- 40 Table of Contents The weighted average remaining contractual term for options to non-employees outstanding as of March 31, 2024 was 3.9 years.
The following table summarizes the activity of our options issued to non-employees under the 2016 Equity Plan during the years ended March 31, 2025 and 2024 : Weighted-Average Exercise Price per Number of Shares Share Outstanding as of April 1, 2023 25,000 $ 4.00 Granted - - Exercised - - Forfeited or expired - - Outstanding as of March 31, 2024 25,000 4.00 Granted - - Exercised - - Forfeited or expired - - Outstanding as of March 31, 2025 25,000 $ 4.00 Exercisable as of March 31, 2025 25,000 $ 4.00 F- 38 Table of Contents The weighted average remaining contractual term for options to non-employees outstanding as of March 31, 2025 was 2.9 years.
As a result of the Spin-Out of PodcastOne, the Company’s chief operating decision maker (“CODM”) began to make decisions and allocate resources based on three operating segments of the business (PodcastOne, Slacker and Media group). The Company’s reporting segments reflects the manner in which its CODM reviews results and allocates resources.
As a result of the Spin-Out of PodcastOne, the Company’s CODM began to make decisions and allocate resources based on three operating segments of the business (PodcastOne, Slacker and Media group). The Company’s reporting segments reflects the manner in which its CODM reviews results and allocates resources.
Additionally, sales and marketing include merchandising advertising and royalty costs. Advertising expenses to promote the Company’s services are expensed as incurred. Advertising expenses included in sales and marketing expense were $0.2 million and $0.3 million for the years ended March 31, 2024 and 2023 , respectively.
Additionally, sales and marketing include merchandising advertising and royalty costs. Advertising expenses to promote the Company’s services are expensed as incurred. Advertising expenses included in sales and marketing expense were $0.1 million and $0.2 million for the years ended March 31, 2025 and 2024 , respectively.
Revenue Recognition Policy The Company accounts for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable.
F- 9 Table of Contents Revenue Recognition Policy The Company accounts for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable.
Accordingly, the Company did not recognize any benefit from income taxes in the accompanying consolidated statements of operations to offset its pre-tax losses. The valuation allowance against deferred tax assets is $41.8 million and $40.0 million for the years ended March 31, 2024 and 2023 , respectively.
Accordingly, the Company did not recognize any benefit from income taxes in the accompanying consolidated statements of operations to offset its pre-tax losses. The valuation allowance against deferred tax assets is $45.8 million and $41.8 million for the years ended March 31, 2025 and 2024 , respectively.
The Company’s amortization expense on its finite-lived intangible assets was $1.8 million and $4.3 million for the years ended March 31, 2024 and 2023 , respectively. The Company recorded an impairment charge of $0.1 million and $1.4 million for the year ended March 31, 2024 and 2023, respectively.
The Company’s amortization expense on its finite-lived intangible assets was $1.9 million and $1.8 million for the years ended March 31, 2025 and 2024 , respectively. The Company recorded an impairment charge of $3.3 million and $0.1 million for the year ended March 31, 2025 and 2024, respectively.
The option awards generally vest over four years and are exercisable any time after vesting. The stock options expire ten years after the date of grant. As of March 31, 2024 , unrecognized compensation costs for unvested awards to employees was $0.1 million, which is expected to be recognized over a weighted-average service period of 0.89 years.
The option awards generally vest over four years and are exercisable any time after vesting. The stock options expire ten years after the date of grant. As of March 31, 2025 , unrecognized compensation costs for unvested awards to employees was less than $0.1 million, which is expected to be recognized over a weighted-average service period of 0.87 years.
Maturities of notes payables as of March 31, 2024 were as follows (in thousands): For Years Ending March 31, 2025 $ 692 2026 627 2027 4 2028 4 2029 4 Thereafter 132 Total $ 1,463 F- 26 Table of Contents Note 9 — PodcastOne Bridge Loan PodcastOne ’ s Private Placement On July 15, 2022 ( the “Closing Date”), PodcastOne completed a private placement offering (the “PC1 Bridge Loan”) of PodcastOne’s unsecured convertible notes with an original issue discount of 10% (the “OID”) in the aggregate principal amount of $8.8 million (the “PC1 Notes”) to certain accredited investors and institutional investors (collectively, the “Purchasers”), for gross proceeds of $8.0 million pursuant to the Subscription Agreements entered into with the Purchasers (the “Subscription Agreements”).
Maturities of notes payables as of March 31, 2024 were as follows (in thousands): For Years Ending March 31, 2026 $ 627 2027 4 2028 4 2029 4 2030 4 Thereafter 130 Total $ 773 F- 25 Table of Contents Note 8 — PodcastOne Bridge Loan PodcastOne ’ s Private Placement On July 15, 2022 ( the “Closing Date”), PodcastOne completed a private placement offering (the “PC1 Bridge Loan”) of PodcastOne’s unsecured convertible notes with an original issue discount of 10% (the “OID”) in the aggregate principal amount of $8.8 million (the “PC1 Notes”) to certain accredited investors and institutional investors (collectively, the “Purchasers”), for gross proceeds of $8.0 million pursuant to the Subscription Agreements entered into with the Purchasers (the “Subscription Agreements”).
The fair value of restricted stock units that were forfeited during the year ended March 31, 2024 and 2023 was $0.1 million and $1.1 million, respectively.
The fair value of restricted stock units that were forfeited during the year ended March 31, 2025 and 2024 was $0.3 million and $0.1 million, respectively.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-2 Table of Contents We identified the impairment assessment goodwill as a critical audit matter because of certain significant assumptions management makes in determining the estimate, including revenue and gross margin projections and the discount rate.
We identified the impairment assessment of goodwill as a critical audit matter because of certain significant assumptions management makes in determining the estimate, including revenue and gross margin projections and the discount rate.
As of March 31, 2024 and 2023 , the Company had restricted cash of $0.2 million and $0.2 million, respectively. Allowance for Credit Losses The Company evaluates the collectability of its accounts receivable based on a combination of factors.
As of March 31, 2025 and 2024 , the Company had restricted cash of $30,000 and $0.2 million, respectively. Allowance for Credit Losses The Company evaluates the collectability of its accounts receivable based on a combination of factors.
The intrinsic value of options to non-employees outstanding and options to non-employees exercisable was none at March 31, 2024 . Restricted Stock Units Grants As of March 31, 2024 , unrecognized compensation costs for unvested awards to employees was $1.2 million, which is expected to be recognized over a weighted-average service period of 0.70 years.
The intrinsic value of options to non-employees outstanding and options to non-employees exercisable was none at March 31, 2025 . Restricted Stock Units Grants As of March 31, 2025 , unrecognized compensation costs for unvested awards to employees was $0.4 million, which is expected to be recognized over a weighted-average service period of 1.89 years.
The Company provided a contribution of $0.2 million and $0.1 million, to its employees for the years ended March 31, 2024 and 2023 , respectively.
The Company provided a contribution of $0.2 million and $0.2 million, to its employees for the years ended March 31, 2025 and 2024 , respectively.
During each of the quarters ended March 31, 2024 and 2023 , the Company recorded legal settlement expenses relating to potential claims arising in connection with litigation brought against the Company by certain third parties were not material and were included in general and administrative expenses in the accompanying consolidated statements of operations.
Legal Proceedings During each of the years ended March 31, 2025 and 2024 , the Company recorded legal settlement expenses relating to potential claims arising in connection with litigation brought against the Company by certain third parties that were not material and were included in general and administrative expenses in the accompanying consolidated statements of operations.
During the years ended March 31, 2024 and 2023, the Company issue or reserved 123,425 and 150,593 shares of common stock with a value of $0.1 million and $0.2 million to a relative of the CEO for services performed, respectively.
During the years ended March 31, 2025 and 2024, the Company issue or reserved 123,425 and 150,593 shares of common stock with a value of $0.1 million and $0.1 million to relatives of the CEO for services performed, respectively.
The Company’s principal sources of liquidity have historically been its debt and equity issuances and its cash and cash equivalents (which cash, cash equivalents and restricted cash amounted to $7.1 million as of March 31, 2024 ).
The Company’s principal sources of liquidity have historically been its debt and equity issuances and its cash and cash equivalents (which cash, cash equivalents and restricted cash amounted to $4.1 million as of March 31, 2025 ).
The change in fair value of the embedded derivative included in the statement of earnings was a loss of $0.2 million and a gain of $0.2 million for the year ended March 31, 2024 and 2023, respectively.
The change in fair value of the embedded derivative included in the statement of earnings was none and a loss of $0.2 million for the year ended March 31, 2025 and 2024, respectively.
As of March 31, 2024 and 2023 , the Company accrued $18.4 million and $16.6 million of royalties, respectively, due to artists from use of Slacker’s radio services. Cost of sales for the Company’s advertising revenue primarily includes PodcastOne direct costs comprised of revenue sharing and commissions.
As of March 31, 2025 and 2024 , the Company accrued $12.9 million and $18.4 million of royalties, respectively, due to artists from use of Slacker’s radio services. Cost of sales for the Company’s advertising revenue primarily includes PodcastOne direct costs comprised of revenue sharing and commissions.
The stock dividend of 4.3 million shares was a non-reciprocal transfer between PodcastOne and non-LiveOne shareholders. As a result, the transaction was recorded as a change in non-controlling interest under ASC 810, which resulted in an increase to non-controlling interest of $1.5 million for the year ended March 31, 2024.
The stock dividend of 4.3 million shares was a non-reciprocal transfer between PodcastOne and non-LiveOne shareholders. As a result, the transaction was recorded as a change in non-controlling interest under ASC 810, which resulted in an increase to non-controlling interest of $ $1.5 million.
The fair value of stock options that were exercised during the year ended March 31, 2024 and 2023 was immaterial. The fair value of stock options that were forfeited during the year ended March 31, 2024 and 2023 was $0.6 million and $4.0 million, respectively.
The fair value of stock options that were exercised during the year ended March 31, 2025 and 2024 was immaterial. The fair value of stock options that were forfeited during the year ended March 31, 2025 and 2024 was $0.3 million and $0.6 million, respectively.
As of March 31, 2024, PodcastOne recognized $1.3 million of stock compensation for vested restricted stock units. Unrecognized compensation costs for unvested PodcastOne restricted stock units issued to employees was $1.9 million, which is expected to be recognized over a weighted-average service period of 0.97 years.
As of March 31, 2025, PodcastOne recognized $2.2 million of stock compensation for vested restricted stock units. Unrecognized compensation costs for unvested PodcastOne restricted stock units issued to employees was $0.3 million, which is expected to be recognized over a weighted-average service period of 1.29 years.
The components of pretax loss and income tax (benefit) expense are as follows (in thousands): Year Ended March 31, 2024 2023 Loss before income taxes: Domestic $ (13,193 ) $ (9,954 ) Foreign - - Total loss before income taxes $ (13,193 ) $ (9,954 ) The provision for income taxes consisted of the following: Current U.S.
The components of pretax loss and income tax (benefit) expense are as follows (in thousands): Year Ended March 31, 2025 2024 Loss before income taxes: Domestic $ (20,555 ) $ (13,193 ) Foreign - - Total loss before income taxes $ (20,555 ) $ (13,193 ) The provision for income taxes consisted of the following: Current U.S.
The primary procedures we performed to address this critical audit matter included: ● Obtained an understanding of management’s process for assessing goodwill impairment and performing the quantitative goodwill impairment test, including management’s process for developing assumptions used in the income and market approaches to estimate the fair value of the reporting unit. ● Evaluated management's revenue growth rates, margins, and cash flows against current industry and economic trends, while also considering the current and future business, customer base, and product mix. ● Assessed revenue growth and margins by comparing past projections to actual performance. ● Performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in these assumptions. /s/ Macias Gini & O’Connell LLP We have served as the Company’s auditor since 2022.
The primary procedures we performed to address this critical audit matter included: ● Obtained an understanding of management’s process for assessing property and equipment and long-lived asset group impairment and performing the recoverability test and the quantitative impairment test of certain asset groups, including management’s process for developing the assumptions used in the recoverability test and in the income approach to estimate the fair value of the property and equipment and long-lived asset groups. ● Evaluated management’s revenue growth rates, margins, and cash flows against current industry and economic trends, while also considering the current and future business, customer base, and product mix. ● Assessed revenue growth and margins by comparing past projections to actual performance. ● Performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the property and equipment and long-lived asset groups that would result from changes in these assumptions. /s/ Macias Gini & O’Connell LLP We have served as the Company’s auditor since 2022.
All long-lived assets of the Company are located in the United States, of which $0.3 million resides in PodcastOne, $2.9 million in Slacker and $0.4 million is attributed to our Media Group. The Company manages its working capital on a consolidated basis.
All long-lived assets of the Company are located in the United States, of which $0.1 million resides in PodcastOne, $0.7 million in Slacker and $0.1 million is attributed to our Media Group. The Company manages its working capital on a consolidated basis.
Beverly Hills, CA Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of LiveOne, Inc. and its subsidiaries (the “Company”) as of March 31, 2024 and 2023, the related consolidated statement of operations, stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the “financial statements”).
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of LiveOne, Inc. and its subsidiaries (the “Company”) as of March 31, 2025 and 2024, the related consolidated statement of operations, stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the “financial statements”).
In addition, as a result of the completion of the Spin-Out and PodcastOne’s shares of common stock being publicly traded, the variability in the terms of PodcastOne’s warrants issued as part of the PC1 Bridge Loan was resolved so that such warrants were reclassified to equity and classified within non-controlling interest in the amount of $5.9 million.
In addition, as a result of the completion of the Spin-Out and the PodcastOne's shares of common stock being publicly traded, the variability in the terms of the warrants issued as part of the PC1 Bridge Loan was resolved so that the warrants issued to purchase PodcastOne's common stock were reclassified to equity and classified within non-controlling interest in the amount of $5.9 million during the year ended March 31, 2024.
F- 14 Table of Contents The following table provides amounts included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows for the fiscal years ended March 31 ( in thousands): 2024 2023 Cash and cash equivalents $ 6,987 $ 8,409 Restricted cash 155 240 Total cash and cash equivalents and restricted cash $ 7,142 $ 8,649 Restricted Cash and Cash Equivalents The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company’s cash for periods of less than one year.
F- 14 Table of Contents The following table provides amounts included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows for the fiscal years ended March 31 ( in thousands): 2025 2024 Cash and cash equivalents $ 4,119 $ 6,987 Restricted cash 30 155 Total cash and cash equivalents and restricted cash $ 4,149 $ 7,142 Restricted Cash and Cash Equivalents The Company maintains certain letters of credit agreements with its banking provider, which are secured by the Company’s cash for periods of less than one year.
The valuation allowance increased by $1.8 million for the year ended March 31, 2024 . Note 19 — Business Segments and Geographic Reporting The Company determined its operating segments in accordance with ASC 280, “Segment Reporting” (“ASC 280” ).
The valuation allowance increased by $4.1 million for the year ended March 31, 2025 . Note 17 — Business Segments and Geographic Reporting The Company determined its operating segments in accordance with ASC 280, “Segment Reporting” (“ASC 280” ).
In addition, this program could diminish our cash reserves. The Company purchased 1,639,125 and 2,220,914 shares of its common stock under the stock repurchase program for the year ended March 31, 2024 and 2023 , for a total of $2.6 million and $2.2 million, respectively.
In addition, this program could diminish our cash reserves. The Company purchased 558,247 and 1,639,125 shares of its common stock under the stock repurchase program for the year ended March 31, 2025 and 2024 , for a total of $1.0 million and $2.6 million, respectively.
Note 15 — Commitments and Contingencies Contractual Obligations As of March 31, 2024 , the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $6.6 million, $0.6 million, $0.5 million and $0.5 million for the fiscal year ending March 31, 2025, 2026, 2027 and 2028, respectively.
Note 13 — Commitments and Contingencies Contractual Obligations As of March 31, 2025 , the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $11.4 million, $4.5 million, $0.5 million, $0.4 million and $0.4 million for the fiscal year ending March 31, 2026, 2027, 2028, 2029 and thereafter, respectively.
The following table provides amounts included in accounts receivable, net for the fiscal years ended March 31 ( in thousands): 2024 2023 Accounts receivable $ 14,260 $ 14,228 Less: Allowance for credit losses 1,055 570 Accounts receivable, net $ 13,205 $ 13,658 Inventories Inventories, principally raw materials awaiting final customization process, are stated at the lower of cost or net realizable value.
The following table provides amounts included in accounts receivable, net for the fiscal years ended March 31 ( in thousands): 2025 2024 Accounts receivable $ 9,390 $ 14,260 Less: Allowance for credit losses 1,091 1,055 Accounts receivable, net $ 8,299 $ 13,205 Inventories Inventories, principally raw materials awaiting final customization process, are stated at the lower of cost or net realizable value.
Federal $ - $ - State 111 70 Foreign - - Total Current 111 70 Deferred: U.S.
Federal $ - $ - State 95 111 Foreign - - Total Current 95 111 Deferred: U.S.
As of the filing of this Annual Report on Form 10 -K, we have not sold any shares under such agreement. The uncertain market conditions may limit the Company’s ability to access capital, may reduce demand for its services and may negatively impact its ability to retain key personnel.
As of the filing of this Annual Report, the Company has not sold any shares under such agreement. The uncertain market conditions may limit the Company’s ability to access capital, may reduce demand for its services and may negatively impact its ability to retain key personnel.
F- 27 Table of Contents The fair value of the PC1 Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs at issuance: July 15, 2022 Expected dividend yield - % Expected stock-price volatility 88.88 % Risk-free interest rate 3.02 % Simulated share price $ 5.33 Exercise price $ 5.22 The fair value of the PC1 Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs: September 8, March 31, 2023 2023 Expected dividend yield - % - % Expected stock-price volatility 71.10 % 71.50 % Risk-free interest rate 4.43 % 4.86 % Simulated share price $ 4.39 $ 2.54 Exercise price $ 3.00 $ 2.64 Total loss of $4.0 million and unrealized gain of $1.1 million for warrant liabilities accounted for as derivatives have been recorded in other expense for the year ended March 31, 2024 and 2023, respectively.
F- 26 Table of Contents The fair value of the PC1 Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs: September 8, March 31, 2023 2023 Expected dividend yield - % - % Expected stock-price volatility 71.10 % 71.50 % Risk-free interest rate 4.43 % 4.86 % Simulated share price $ 4.39 $ 2.54 Exercise price $ 3.00 $ 2.64 Total loss of $4.0 million for warrant liabilities accounted for as derivatives have been recorded in other expense for the year ended March 31, 2024.
For the years ended March 31, 2024 and 2023 , one customer accounted for 51% and 44% of our consolidated revenues, respectively.
For the years ended March 31, 2025 and 2024 , one customer accounted for 45% and 51% of our consolidated revenues, respectively.
The following table provides information about our option grants made to employees during the last two fiscal years under the Company's 2016 Equity Plan: Year Ended March 31, 2024 2023 Number of options granted 25,000 43,000 Weighted-average exercise price per share $ 1.75 $ 1.10 Weighted-average grant date fair value per share $ 1.75 $ 1.10 The grant date fair value of each of these option grants to employees was determined using the Black-Sholes-Merton option-pricing model with the following assumptions: Year Ended March 31, 2024 2023 Expected volatility 88.57 % 78.20% - 83.10% Dividend yield - % - % Risk-free rate 4.12 % 3.11% - 3.14% Expected term (in years) 5.18 5.36 - 6.94 F- 39 Table of Contents The following table summarizes the activity of our options issued under the 2016 Equity Plan to employees during the years ended March 31, 2024 and 2023 Weighted-Average Exercise Price per Number of Shares Share Outstanding as of April 1, 2022 3,565,191 $ 3.78 Granted 43,000 1.10 Forfeited or expired (1,191,524 ) 3.71 Outstanding as of March 31, 2023 2,416,667 3.75 Granted 25,000 1.75 Exercised (10,000 ) 0.81 Forfeited or expired (165,000 ) 3.88 Outstanding as of March 31, 2024 2,266,667 $ 3.73 Exercisable as of March 31, 2024 2,224,167 $ 3.74 The weighted-average remaining contractual term for options to employees outstanding and options to employees exercisable as of March 31, 2024 was 4.13 years and 4.07 years, respectively.
The following table provides information about our option grants made to employees during the last two fiscal years under the Company's 2016 Equity Plan: Year Ended March 31, 2025 2024 Number of options granted - 25,000 Weighted-average exercise price per share $ - $ 1.75 Weighted-average grant date fair value per share $ - $ 1.75 The grant date fair value of each of these option grants to employees was determined using the Black-Sholes-Merton option-pricing model with the following assumptions: Year Ended March 31, 2025 2024 Expected volatility 0.00 % 88.57 % Dividend yield - % - % Risk-free rate 0.00 % 4.12 % Expected term (in years) - 5.18 F- 37 Table of Contents The following table summarizes the activity of our options issued under the 2016 Equity Plan to employees during the years ended March 31, 2025 and 2024 Weighted-Average Exercise Price per Number of Shares Share Outstanding as of April 1, 2023 2,416,667 $ 3.75 Granted 25,000 1.75 Exercised (10,000 ) 0.81 Forfeited or expired (165,000 ) 3.88 Outstanding as of March 31, 2024 2,266,667 3.73 Granted - - Exercised - - Forfeited or expired (65,000 ) 3.88 Outstanding as of March 31, 2025 2,201,667 $ 3.72 Exercisable as of March 31, 2025 2,191,667 $ 3.72 The weighted-average remaining contractual term for options to employees outstanding and options to employees exercisable as of March 31, 2025 was 3.09 years and 3.07 years, respectively.

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