{"url_path":"/sec/lvo/10-k/2026/item-7a","section_key":"item-7a","section_title":"Item 7A ** **Quantitative and Qualitative Disclosures About Market Risk**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1491419/0001437749-26-021987-index.html","accession_number":"0001437749-26-021987","cik":"0001491419","ticker":"LVO","issuer_name":"LiveOne, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1491419/0001437749-26-021987-index.html","primary_entity_key":"0001491419","primary_entity_name":"LiveOne, Inc."},"word_count":24262,"has_tables":true,"body_markdown":"**Item 7A.** **Quantitative and Qualitative Disclosures About Market Risk**\n\n \n\nNot applicable to smaller reporting companies.\n\n \n\n87\n\n[Table of Contents](#toc)\n\n \n\n     \n\n \n\n \n\n**Item** **8. Financial Statements and Supplementary Data** \n\n​\n\n[Report of Independent Registered Public Accounting Firm (Macias Gini & O’Connell LLP; Los Angeles, California; PCAOB ID#324)](#audit1)\n[F-2](#audit1)\n\n[Consolidated Balance Sheets as of March 31, 2026 and 2025](#bal)\n[F-4](#bal)\n\n[Consolidated Statements of Operations for the years ended March 31, 2026 and 2025](#ops)\n[F-5](#ops)\n\n[Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2026 and 2025](#equity)\n[F-6](#equity)\n\n[Consolidated Statements of Cash Flows for the years ended March 31, 2026 and 2025](#cashflow)\n[F-7](#cashflow)\n\n[Notes to the Consolidated Financial Statements](#notes)\n[F-8](#notes)\n\n \n\nF-1\n\n[Table of Contents](#toc)\n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo the Stockholders and Board of Directors of LiveOne, Inc.\n\n \n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying consolidated balance sheets of LiveOne, Inc. and its subsidiaries (the “Company”) as of March 31, 2026 and 2025, the related consolidated statement of operations, stockholders' equity (deficit) and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, 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.\n\n \n\n**Going Concern Uncertainty**\n\n \n\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis for Opinion**\n\n \n\nThese statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe 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 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. Accordingly, we express no such opinion.\n\n \n\nOur 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. 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.\n\n \n\n**Critical Audit Matters**\n\n \n\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.\n\n \n\n*Barter Transactions - PodcastOne*\n\n \n\nAs described in Note 2 to the financial statements, the Company has entered into barter transactions involving advertising provided in exchange for goods and services. The transaction price for these transactions has been measured based on the standalone selling price of the advertising spots promised or delivered to the customer. We identified the fair value of revenue from barter transactions to be a critical audit matter. The Company’s revenue from barter transactions was $28.0 million for the year ended March 31, 2026.\n\n \n\nThe principal consideration for our determination that the fair value of revenue from barter transactions was a critical audit matter is the significant judgements involved in evaluating the standalone selling price of advertising spots.\n\n \n\nAddressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to the fair value of revenue from barter transactions included the following, among others:\n\n \n\n \n●\n\nObtained an understanding of management’s process for assessing the standalone selling price of the advertising spots delivered to the customer.\n\n \n●\n\nRead barter contracts and evaluated the nature of the advertising spots promised to the customer.\n\n \n●\n\nTested a selection of comparable advertising spots to assess the range of actual selling prices for comparison to the standalone selling price used by the Company.\n\n \n\nF-2\n\n[Table of Contents](#toc)\n\n \n\n/s/ Macias Gini & O’Connell LLP\n\n \n\nWe have served as the Company’s auditor since 2022.\n\n \n\nLos Angeles, CA\n\nJune 29, 2026\n\nPCAOB ID No. 324\n\n \n\nF-3\n\n[Table of Contents](#toc)\n\n   \n\n \n\n**LiveOne, Inc.**\n\n**Consolidated Balance Sheets**\n\n**(In thousands, except share and per share amounts)**\n\n \n\n  \n**March 31,**\n  \n**March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\n         \n\n**Assets**\n   ** **   ** **\n\n**Current Assets**\n   ** **   ** **\n\nCash and cash equivalents\n $5,353  $4,119 \n\nRestricted cash\n  30   30 \n\nAccounts receivable, net\n  8,437   8,299 \n\nInventories\n  685   1,586 \n\nPrepaid expense and other current assets\n  2,273   1,212 \n\n**Total Current Assets**\n  16,778   15,246 \n\nProperty and equipment, net\n  3,297   893 \n\nGoodwill\n  21,712   21,712 \n\nIntangible assets, net\n  1,916   2,569 \n\nDigital assets\n  2,943   - \n\nOther assets\n  229   97 \n\n**Total Assets**\n $46,875  $40,517 \n\n         \n\n**Liabilities, Mezzanine Equity and Stockholders’ Deficit**\n   ** **   ** **\n\n**Current Liabilities**\n   ** **   ** **\n\nAccounts payable and accrued liabilities\n $27,719  $25,180 \n\nAccrued royalties\n  3,475   5,490 \n\nNotes payable, current portion\n  -   623 \n\nSenior secured revolving line of credit, net\n  -   2,950 \n\nDeferred revenue\n  1,789   2,141 \n\nConvertible note, current portion\n  2,900   - \n\n**Total Current Liabilities**\n  35,883   36,384 \n\nNotes payable, net\n  149   150 \n\nConvertible note, noncurrent\n  11,689   - \n\nLease liabilities, noncurrent\n  134   99 \n\nOther long-term liabilities\n  11,351   12,236 \n\nDeferred income taxes\n  61   60 \n\n**Total Liabilities**\n  59,267   48,929 \n\n         \n\nCommitments and Contingencies\n          \n\n         \n\n**Stockholders’ Deficit**\n   ** **   ** **\n\nPreferred stock, $0.001 par value; 10,000,000 shares authorized; 8,438 and 14,002 shares issued and outstanding as of March 31, 2026 and 2025, respectively\n  8,438   14,002 \n\nCommon stock, $0.001 par value; 500,000,000 shares authorized; 12,276,978 issued and outstanding as of March 31, 2026; 9,672,451 shares issued and outstanding as of March 31, 2025, net of treasury shares\n  12   10 \n\nAdditional paid in capital*\n  259,122   233,582 \n\nTreasury stock*\n  (849)  (250)\n\nAccumulated deficit\n  (287,270)  (265,119)\n\nTotal LiveOne's Stockholders’ Deficit\n  (20,547)  (17,775)\n\nNon-controlling interest\n  8,155   9,363 \n\nTotal equity (deficit)\n  (12,392)  (8,412)\n\n**Total Liabilities, Mezzanine Equity and Stockholders’ Deficit**\n $46,875  $40,517 \n\n \n\n* After giving effect to the Reverse Stock Split - See Note 17 - Stockholders' Deficit. The accompanying notes are an integral part of these consolidated financial statements.  \n\n \n\nF-4\n\n[Table of Contents](#toc)\n\n \n\n \n\n**LiveOne, Inc.**\n\n**Consolidated Statements of Operations**\n\n**(In thousands, except share and per share amounts)**\n\n \n\n  \n**Year Ended**\n  \n**Year Ended**\n \n\n  \n**March 31, 2026**\n  \n**March 31, 2025**\n \n\n         \n\n**Revenue:**\n $77,144  $114,405 \n\n         \n\n**Operating expenses:**\n   ** **   ** **\n\nCost of sales\n  64,865   85,241 \n\nSales and marketing\n  4,040   6,396 \n\nProduct development\n  2,402   4,475 \n\nGeneral and administrative\n  20,664   22,746 \n\nAmortization of intangible assets\n  653   1,947 \n\nImpairment of fixed assets, intangible assets and goodwill\n  -   11,657 \n\nTotal operating expenses\n  92,624   132,462 \n\n**Loss from operations**\n  (15,480)  (18,057)\n\n         \n\n**Other income (expense):**\n   ** **   ** **\n\nInterest expense, net\n  (3,894)  (2,712)\n\nChange in fair value of digital assets\n  (2,057)  - \n\nOther income\n  208   214 \n\nTotal other expense, net\n  (5,743)  (2,498)\n\n         \n\n**Loss before income taxes**\n  (21,223)  (20,555)\n\n         \n\nIncome tax provision (benefit)\n  30   (185)\n\nNet loss\n  (21,253)  (20,370)\n\nNet loss attributable to non-controlling interest\n  (288)  (1,661)\n\n**Net loss attributable to LiveOne**\n $(20,965) $(18,709)\n\n         \n\n**Net loss per share attributed to LiveOne – basic and diluted***\n $(2.02) $(2.14)\n\n         \n\n**Weighted average common shares – basic and diluted***\n  10,983,850   9,504,124 \n\n \n\n* After giving effect to the Reverse Stock Split - See Note 17 - Stockholders' Deficit. The accompanying notes are an integral part of these consolidated financial statements. \n\n \n\nF-5\n\n[Table of Contents](#toc)\n\n \n\n  \n\n**LiveOne, Inc.**\n\n**Consolidated Statements of Stockholders**’**Equity (Deficit)**\n\n**For the Years Ended March 31, 2026 and 2025**\n\n**(In thousands, except share and per share amounts)**\n\n \n\n  \n**Redeemable**\n   * *** **  * *** **  * *** **  * *** **  * *** **  * *** **  * *** **  * *** **  * *** ** \n**Total**\n \n\n  \n**Convertible**\n   * *** **  * *** **  * *** **  * *** ** \n**Additional Paid**\n   * *** **  * *** **  * *** **  * *** ** \n**Stockholders’**\n \n\n  \n**Preferred Stock**\n  \n**Preferred stock**\n  \n**Common stock**\n  \n**in**\n  \n**Accumulated**\n  \n**Non-controlling**\n  \n**Common stock in treasury**\n  \n**Equity**\n \n\n  \n**Shares**\n  \n**Amount**\n  \n**Shares**\n  \n**Amount**\n  \n**Shares***\n  \n**Amount***\n  \n**Capital***\n  \n**Deficit**\n  \n**Interest**\n  \n**Shares**\n  \n**Amount**\n  \n**(Deficit)**\n \n\n                                                 \n\n**Balance as of April 1, 2024**\n  **5,000**  $**4,962**   **18,814**  $**18,814**   **9,260,247**  $**9**  $**216,199**  $**(238,984****)**  **10,339**   **(386,004**) $**(4,782**) $**1,595**** **\n\nStock-based compensation\n  *-*   -   *-*   -   *-*   -   3,993   -   -   *-*   -   **3,993** \n\nVested employee restricted stock units\n  -   -   -   -   197,855   -   3   -   -   -   -   **3** \n\nRetirement of treasury stock\n  -   -   -   -   (426,263)  -   (4)  (5,527)  -   426,263   5,531   **-** \n\nConversion of Series A Preferred Stock into common stock and common stock warrants\n  (5,000)  (4,962)  (6,395)  (6,395)  542,623   1   11,672   (316)  -   -   -   4,962 \n\nIssuance of PodcastOne common stock\n  *-*   -   *-*   -   *-*   -   (685)  -   685   *-*   -   - \n\nDividends on Series A preferred stock\n  -   -   1,583   1,583   -   -   -   (1,583)  -   -   -   - \n\nCommon stock issued for services\n  -   -   -   -   113,554   -   2,404   -   -   -   -   **2,404** \n\nTreasury stock purchases\n  -   -   -   -   -   -   -   -   -   (55,824)  (999)  **(999****)**\n\nNet loss\n  *-*   -   *-*   -   *-*   -   -   (18,709)  (1,661)  *-*   -   (20,370)\n\n**Balance as of March 31, 2025**\n  **-**  $**-**   **14,002**  $**14,002**   **9,688,016**  $**10**  $**233,582**  $**(265,119****)** $**9,363**   **(15,565****)** $**(250****)** $**(8,412**)\n\nStock-based compensation\n  *-*   -   *-*   -   *-*   -   2,992   -   -   *-*   -   2,992 \n\nVested employee restricted stock units\n  -   -   -   -   32,773   -   -   -   -   -   -   - \n\nDividends on Series A preferred stock\n  -   -   1,186   1,186   -   -   -   (1,186)  -   -   -   **-** \n\nConversion of preferred stock\n  -   -   (6,750)  (6,750)  450,000   -   6,750   -   -   -   -   - \n\nCommon stock issued for services\n  -   -   -   -   681,628   1   2,880   -   -   -   -   2,881 \n\nIssuance of common stock and common stock warrants\n  **-**   **-**   **-**   **-**   1,360,833   1   9,377   **-**** **  **-**   **-**** **  **-**** **  9,378** **\n\nIssuance of PodcastOne common stock\n  *-*   -   *-*   -   *-*   -   1,745   -   (920)  *-*   -   825 \n\nCommon stock issued for settlement of accrued expenses\n  -   -   -   -   173,100   -   1,796   -   -   -   -   1,796 \n\nTreasury stock purchases\n  -   -   -   -   -   -   -   -   -   (93,807)  (599)  (599)\n\nNet loss\n  *-*   -   *-*   -   *-*   -   -   (20,965)  (288)  *-*   -   **(21,253****)**\n\nBalance as of March 31, 2026\n  -  $-   8,438  $8,438   12,386,350  $12  $259,122  $(287,270) $8,155   (109,372) $(849) $(12,392)\n\n \n\n* After giving effect to the Reverse Stock Split - See Note 17 - Stockholders' Deficit. The accompanying notes are an integral part of these consolidated financial statements. \n\n \n\nF-6\n\n[Table of Contents](#toc)\n\n \n\n  \n\n**LiveOne, Inc.**\n\n**Consolidated Statements of Cash Flows**\n\n**(In thousands)**\n\n \n\n  \n**Year Ended**\n  \n**Year Ended**\n \n\n  \n**March 31, 2026**\n  \n**March 31, 2025**\n \n\n**Cash Flows from Operating Activities:**\n   ** **   ** **\n\nNet loss\n $(21,253) $(20,370)\n\nAdjustments to reconcile net loss to net cash (used in) provided by operating activities:\n        \n\nDepreciation and amortization\n  1,626   5,325 \n\nInterest paid in kind\n     - \n\nStock-based compensation\n  11,152   6,160 \n\nChange in fair value of bifurcated embedded derivatives\n  -   (607)\n\nAmortization of debt discount\n  440   - \n\nDeferred income taxes\n  -   (279)\n\nChange in fair value of digital assets\n  2,057   - \n\nImpairment of fixed asset\n  -   2,787 \n\nImpairment of goodwill\n  -   1,667 \n\nImpairment of intangibles\n  -   7,203 \n\nProvision for credit losses\n  (320)  35 \n\nChanges in operating assets and liabilities:\n        \n\nAccounts receivable\n  183   4,871 \n\nPrepaid expenses and other current assets\n  (1,061)  975 \n\nInventories\n  900   215 \n\nOther assets\n  (132)  (9)\n\nDeferred revenue\n  (353)  1,414 \n\nAccounts payable and accrued liabilities\n  (884)  (563)\n\nAccrued royalties\n  (2,123)  (5,488)\n\nOther liabilities\n  (777)  3,032 \n\nNet cash (used in) provided by operating activities\n  (10,545)  6,368 \n\n         \n\n**Cash Flows from Investing Activities:**\n   ** **   ** **\n\nPurchases of property and equipment\n  (3,176)  (3,053)\n\nPurchase of digital assets\n  (5,000)  - \n\nPurchase of intangible assets\n  -   (70)\n\nNet cash used in investing activities\n  (8,176)  (3,123)\n\n         \n\n**Cash Flows from Financing Activities:**\n   ** **   ** **\n\nPayment of dividends\n  -   (509)\n\nPayments on Capchase loan\n  (623)  (680)\n\nRepayment on line of credit\n  (2,950)  (4,050)\n\nProceeds from common stock offering, net of issuance costs\n  9,378   - \n\nProceeds from convertible debt, net of issuance costs\n  15,199   - \n\nRepayment of convertible debt\n  (450)  - \n\nPurchases of treasury stock\n  (599)  (999)\n\nNet cash provided by (used in) financing activities\n  19,955   (6,238)\n\n         \n\nNet change in cash, cash equivalents and restricted cash\n  1,234   (2,993)\n\n         \n\nCash, cash equivalents and restricted cash, beginning of year\n  4,149   7,142 \n\n         \n\n**Cash, cash equivalents and restricted cash, end of year**\n $5,383  $4,149 \n\n         \n\n**Supplemental disclosure of cash flow information:**\n   ** **   ** **\n\nCash paid for income taxes\n $-  $- \n\nCash paid for interest\n $2,298  $873 \n\n         \n\n**Supplemental disclosure of non-cash investing and financing activities:**\n   ** **   ** **\n\n         \n\nCommon stock issued to settle accrued expenses\n $1,795  $- \n\nFair value of preferred stock exchanged for common stock\n $6,750  $- \n\nFair value of shares received of PodcastOne common stock to settle payables owed\n $1,745  $- \n\nAccrual of dividends\n $1,186  $1,583 \n\nConversion of Series A preferred stock into common stock\n $-  $11,357 \n\nFair value of common stock options and restricted stock issued to employees, capitalized as internally-developed software\n $-  $240 \n\nAccrued expenses written off associated with intangible asset impairment\n $-  $695 \n\nAdditions of ROU Assets\n $201  $119 \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-7\n\n[Table of Contents](#toc)\n\n  \n\n**LiveOne, Inc.**\n\n**Notes to the Consolidated Financial Statements**\n\n**For the Years Ended March 31, 2026 and 2025**\n\n \n\n \n\n**Note 1**—**Organization and Basis of Presentation**\n\n \n\n*Organization*\n\n \n\nLiveOne, Inc. together with its subsidiaries (“we,” “us,” “our”, the “Company” or “LiveOne”) is a Delaware corporation headquartered in Beverly Hills, California. The Company is a creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships, live and virtual events.\n\n \n\nThe Company was reincorporated in the State of Delaware on *August 2, 2017,*pursuant to a reincorporation merger of Loton, Corp (“Loton”) with and into LiveXLive Media, Inc., Loton’s wholly owned subsidiary at the time. As a result of the reincorporation merger, Loton ceased to exist as a separate entity, with LiveXLive Media, Inc. being the surviving entity. On *December 29, 2017,*the Company acquired Slacker, Inc. (“Slacker”), an Internet music and radio streaming service incorporated in the state of Delaware, and it became a wholly owned subsidiary of LiveOne. On *February 5, 2020,*the Company acquired (i) React Presents, LLC a Delaware limited liability company (“React Presents”), and it became a wholly owned subsidiary of LiveXLive Events, LLC, a wholly owned subsidiary of the Company and (ii) indirectly Spring Awakening, LLC, which is a wholly owned subsidiary of React Presents, a producer, promoter and manager of in person live music festivals and events. On *July 1, 2020,*the Company through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., acquired PodcastOne, Inc. (formerly Courtside Group, Inc.) (“PodcastOne”). On *December 22, 2020,*the Company through its wholly owned subsidiary LiveXLive Merchandising, Inc., acquired Custom Personalization Solutions, Inc. (“CPS”). Effective as of *October 5, 2021,*the Company changed its corporate name to \"LiveOne, Inc.\" On *September 8, **2023,* PodcastOne completed a spin out from the Company to become a standalone publicly trading company resulting in its direct listing on The NASDAQ Capital Market on such date (the \"Direct Listing\"). As of the date of this Annual Report, on Form *10*-K (this \"Annual Report\") PodcastOne continues to be a majority owned subsidiary of the Company.\n\n \n\n*Basis of Presentation*\n\n \n\nThe accompanying consolidated financial statements include the Company’s results of operations and those of its wholly-owned and majority-owned subsidiaries. The Company’s accounting and financial reporting policies conform to generally accepted accounting principles in the United States of America (“U.S. GAAP”).\n\n \n\n*Principles of Consolidation*\n\n \n\nThe consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. The Company uses purchase accounting for its acquisitions, which results in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. See the Company’s accounting policy “*Business Combinations*”**within Note *2* – Summary of Significant Accounting Policies. All intercompany balances and transactions have been eliminated in consolidation.\n\n \n\n*Reverse Stock Split*\n\n \n\nEffective *September 26, 2025,*the Company effected a *1*-for-10 reverse stock split of its issued and outstanding shares of Common Stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 10 shares of the Company's issued and outstanding pre-Reverse Stock Split shares of common stock, $0.001 par value per share (the “common stock”), were combined into *one* share of Common Stock. Stockholders who otherwise were entitled to receive fractional shares of common stock received cash (without interest) in lieu of any fractional shares. In connection with the Reverse Stock Split, there was *no* change in the par value per share of common stock of $0.001. As a result of the Reverse Stock Split, equitable adjustments corresponding to the Reverse Stock Split ratio were made to the Company’s outstanding warrants and its other convertible instruments and upon the exercise or vesting of all stock options such that every 10 shares of common stock that *may*be issued upon the exercise of the Company's warrants and stock options and conversion of its other convertible instruments held immediately prior to the Reverse Stock Split represent *one* share of common stock that *may*be issued upon exercise of such warrants and stock options and conversion of the other convertible instruments immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of common stock attributable to the Company's warrants and stock options and the conversion price of its other convertible instruments immediately prior to the Reverse Stock Split was proportionately increased by a multiple of 10 following the Reverse Stock Split.   \n\n \n\nAll common stock share and per share data, and exercise price data for applicable common stock equivalents, included in this Annual Report, including these financial statements, have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated. \n\n \n\n*Going Concern and Liquidity*\n\n \n\nThe Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.\n\n \n\nThe 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 $5.4 million as of *March 31, 2026*). As reflected in its consolidated financial statements included elsewhere herein, the Company has a history of losses, incurred a net loss of $21.3 million and had a working capital deficiency of $19.1 million as of *March 31, 2026*. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within *one* year from the date that these financial statements are filed. The Company’s consolidated financial statements do *not* include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. \n\n \n\nF-\n*8*\n\n[Table of Contents](#toc)\n\n \n\nThe Company’s ability to continue as a going concern is dependent on its ability to execute its growth strategy and on its ability to raise additional funds. The Company filed a new universal shelf Registration Statement on Form S-*3* (the “Shelf S-*3”*) with the SEC on *February 13, 2025, *which was declared effective by the SEC on *February 26, 2025. *Under the Shelf S-*3,* the Company has the ability to raise up to $150.0 million in cash from the sale of its equity, debt and/or other financial instruments, subject to any limitation as applicable under General Instruction *I.B.6* of Form S-*3.* In *May 2024, *the Company entered into an at-the-market agreement with Roth Capital Partners, LLC (\"Roth Capital\"), pursuant to which the Company *may, *while the Shelf S-*3* is effective, offer and sell shares of the Company’s common stock, $0.001 par value per share (the “common stock”), having an aggregate offering price of up to $25 million from time to time through Roth Capital acting as the Company's sales agent. 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. Management *may *seek additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company’s business. *No* assurance can be given that any future financing will be available or, if available, that it be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it *may *contain terms that result in undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing. If the Company is unable to obtain sufficient financing when needed, the Company *may *also have to reduce certain overhead costs through the reduction of salaries and other means and settle liabilities through negotiation. There can be *no* assurance that management’s attempts at any or all of these endeavors will be successful.\n\n     \n\n \n\n**Note 2**—**Summary of Significant Accounting Policies**\n\n \n\n**\n\n*Use of Estimates*\n\n \n\nThe 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. Significant items subject to such estimates and assumptions include revenue, allowance for doubtful accounts, the assigned value of acquired assets and assumed and contingent liabilities associated with business combinations and the related purchase price allocation, useful lives and impairment of property and equipment, intangible assets, goodwill and other assets, inventory calculations and reserves, the fair value of the Company’s equity-based compensation awards and convertible debt and debenture instruments, fair values of derivatives, and contingencies. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. There is a reasonable possibility that actual results could differ from those estimates and such differences could be material to the financial position and results of operations, specifically in assessing when the collectability of revenue related consideration is probable, and the impairment assessment of goodwill, indefinite lived assets or long-lived assets that are depreciated or amortized. \n\n \n\nF-\n*9*\n\n[Table of Contents](#toc)\n\n \n\n**\n\n*Revenue Recognition Policy*\n\n \n\nThe 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. Revenue is recognized when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company uses the expected value method to estimate the value of variable consideration on advertising and with original equipment manufacturer contracts to include in the transaction price and reflect changes to such estimates in periods in which they occur. Variable consideration for these services is allocated to and recognized over the related time period such advertising and user services are rendered as the amounts reflect the consideration the Company is entitled to and relate specifically to the Company’s efforts to satisfy its performance obligation. The amount of variable consideration included in revenue is limited to the extent that it is probable that the amount will *not* be subject to significant reversal when the uncertainty associated with the variable consideration is subsequently resolved.\n\n \n\n*Practical Expedients*\n\n \n\nThe Company elected the practical expedient and recognized the incremental costs of obtaining a contract, if any, as an expense when incurred if the amortization period of the asset that would have been recognized is *one* year or less.\n\n \n\n*Gross Versus Net Revenue Recognition*\n\n \n\nThe Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction and is evaluated on a transaction by transaction basis. To the extent the Company acts as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. Where applicable, the Company has determined that it acts as the principal in all of its user service, sponsorship, and merchandising streams and *may*act as principal or agent for its ticketing/live events, advertising and licensing revenue streams.\n\n \n\nF-\n*10*\n\n[Table of Contents](#toc)\n\n \nThe Company’s revenue is principally derived from the following services:\n\n \n\n*Paid User Services*\n\n \n\npaid user services revenue substantially consist of monthly to annual recurring  fees, which are primarily paid in advance by credit card or through direct billings arrangements. The Company defers the portions of monthly to annual recurring fees collected in advance and recognizes them in the period earned. Paid user revenue is recognized in the period of services rendered. The Company’s paid user revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are user based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or *not.* As a result, the Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes paid user revenue straight-line through the paid user period.\n\n \n\nPaid User Services consist of:\n\n \n\n*Direct user, mobile service provider and mobile app services*\n\n \n\nThe Company generates revenue for paid user services on both a direct basis and through paid users sold through certain *third*-party mobile service providers and mobile app services (collectively the “Mobile Providers”). For memberships sold through the Mobile Providers, the paid user executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the paid user upon purchase of the membership. The Mobile Providers promote the Slacker app through their e-store, process payments for memberships, and retain a percentage of revenue as a fee. The Company reports this revenue gross of the fee retained by the Mobile Providers, as the paid user is Slacker’s customer in the contract and Slacker controls the service prior to the transfer to the paid user. Paid user revenues from monthly memberships sold directly through Mobile Providers are subject to such Mobile Providers’ refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. The Company’s payment terms vary based on whether the membership is sold on a direct basis or through Mobile Providers. Memberships sold on a direct basis require payment before the services are delivered to the customer. The payment terms for memberships sold through Mobile Providers vary, but are generally payable within *30* days.\n\n \n\n*Third-Party Original Equipment Manufacturers*\n\n \n\nThe Company generates revenue for membership services through memberships sold through a *third*-party Original Equipment Manufacturer (the “OEM”). For memberships sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the membership. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM’s customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have signed up for a paid membership. The number of customers, or the variable consideration, is reported by OEMs and resolved on a monthly basis. The Company’s payment terms with OEM are up to *30* days. The OEM does *not* charge the car owners a fee for the Slacker service.\n\n \n\n*Advertising Revenue*\n\n \n\nAdvertising revenue primarily consist of revenues generated from the sale of audio, video, and display advertising space to *third*-party advertising exchanges. 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 performed on a monthly basis which represents the Company’s efforts to satisfy the performance obligation. Additionally, following the acquisition of PodcastOne, we began deriving revenue from podcast advertising. 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.\n\n \n\nF-\n*11*\n\n[Table of Contents](#toc)\n\n \nFrom time to time the Company enters into barter transactions involving advertising provided in exchange for goods and services. 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 transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is *not* reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised or delivered to the customer. The Company estimates the fair value of the transaction price based on prices charged to similar customers and services provided for similar services. Services received are charged to expense in the same manner. Total revenues related to barter transactions were $28.0 million and $25.0 million for the years ended *March 31, 2026* and *March 31, 2025*, respectively. The Company's barter revenue is attributed to one customer and comprised of 36% and 22% of its revenue for the years ended *March 31, 2026 *and *2025,* respectively.\n\n \n\n*Licensing Revenue*\n\n \n\nLicensing revenue primarily consists of sales of licensing rights to digitally stream its live music services. Licensing revenue is recognized when the Company satisfies its performance obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, which is typically when the live event has aired. 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.\n\n \n\n*Sponsorship Revenue*\n\n \n\nSponsorship revenue primarily consists of sales of sponsorship programs that provide sponsors with opportunities to reach our customers. Sponsorship revenue is recognized as the event airs. Any sponsorship fees collected in advance of the contract term (typically an event) are deferred until the event airs. The Company reports sponsorship revenue on a gross basis as the Company acts as the principal in the underlying transactions.\n\n \n\n*Merchandising Revenue*\n\n \n\nRevenue is recognized upon the transfer of control to the customer. The Company recognizes revenue and measures the transaction price net of taxes collected from customers and remitted to governmental authorities. Sales also include shipping and handling charges billed to customers, with the related freight costs included in cost of goods sold. Sales commissions are expensed as incurred and are recorded in sales and marketing expenses in the consolidated statements of operations. The Company's customer contracts do *not* have a significant financing component due to their short durations, which are typically effective for *one* year or less and have payment terms that are generally *30* to *60* days. Wholesale revenue is generally recognized when products are shipped, depending on the applicable contract terms. 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 each of *March 31, 2026*and *2025* was less than $0.1 million.\n\n \n\n*Ticket/Event Revenue*\n\n \n\nTicket/Event revenue is primarily from the sale of tickets and promoter fees earned from venues or other co-promoters under *one* of several formulas, including a fixed guaranteed amount and/or a percentage of ticket sales or event profits.\n\n \n\nRevenue from the promotion or production of an event is recognized at a point in time when the show occurs. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorship agreements, which is *not* related to a single event, is classified as deferred revenue and recognized over the term of the agreement or operating season as the benefits are provided to the sponsor.\n\n \n\nRevenue from our ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold in either the primary or secondary markets, including both online pay-per-view (“PPV”) tickets as well as ticket physically purchased through a ticket sale vendor. For primary tickets sold to the Company’s PPV and festival events the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs. For PPV arrangements that include multiple performance obligations, i.e. delivery of the online stream, sponsorships, digital meet and greet, or physical merchandise, we allocate the total contract consideration to each performance obligation using the standalone selling price. If the standalone selling price is *not* readily determinable, it is estimated using observable inputs including an adjusted market based approach, expected cost plus margin, or the residual approach.\n\n \n\nF-\n*12*\n\n[Table of Contents](#toc)\n\n \n\n**\n\n*Cost of Sales*\n\n \n\nCost of Sales principally consist of royalties paid for the right to stream video, music and non-music content to the Company’s customers and the cost of securing the rights to produce and stream live events from venues and promoters. Royalties are calculated using negotiated and regulatory rates documented in content license agreements and are based on usage measures or revenue earned. Music royalties to record labels, professional rights organizations and music publishers relate to the consumption of music listened to on Slacker’s radio services. As of *March 31, 2026* and *2025*, the Company accrued $11.2 million and $12.9 million of royalties, respectively, due to artists from use of Slacker’s radio services.\n\n \n\nCost of sales for the Company’s advertising revenue primarily includes PodcastOne direct costs comprised of revenue sharing and commissions. Cost of sales for the Company’s merchandising revenue includes purchase costs and related direct costs. Direct costs include all costs for personalization, production, planning, quality control, fulfillment and inbound freight.\n\n \n\n**\n\n*Sales and Marketing* \n\n \n\nSales and Marketing include the direct and indirect costs related to the Company’s product and event advertising and marketing. 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 $0.9 million and $0.2 million for the years ended *March 31, 2026*and *2025*, respectively.\n\n \n\n**\n\n*Product Development*\n\n \n\nProduct development costs primarily are expenses for research and development, product and content development activities, including internal software development and improvement costs which have *not* been capitalized by the Company.\n\n \n\n**\n\n*Stock-Based Compensation*\n\n \n\nStock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period, on an accelerated basis. The Company accounts for awards with graded vesting as if each vesting tranche is valued as a separate award. The Company uses the Black-Scholes-Merton option pricing model to determine the grant date fair value of stock options. This model requires the Company to estimate the expected volatility and the expected term of the stock options which are highly complex and subjective variables. The variables take into consideration, among other things, actual and projected employee stock option exercise behavior. The Company uses a predicted volatility of its stock price during the expected life of the options that is based on the historical performance of the Company’s stock price as well as including an estimate using guideline companies. The expected term is computed using the simplified method as the Company’s best estimate given its lack of actual exercise history. The Company has selected a risk-free rate based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the expected term of the stock. Compensation expense resulting from granted restricted stock units and restricted stock awards is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Stock-based awards are comprised principally of stock options, restricted stock, restricted stock units (“RSUs”), and restricted stock awards (“RSAs”). Forfeitures are recognized as incurred.\n\n \n\nStock option awards issued to non-employees are accounted for at 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. The Company records the fair value of these equity-based awards and expense at their cost ratably over related vesting periods.\n\n \n\nF-\n*13*\n\n[Table of Contents](#toc)\n\n \n\n**\n\n*Income Taxes*\n\n \n\nThe Company accounts for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than *not* that the assets will *not* be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Company’s consolidated statements of operations in the period that includes the enactment date.\n\n \n\n**\n\n*Net Income (Loss) Per Share*\n\n \n\nBasic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of stock options issued to employees, directors and consultants, restricted stock units, warrants issued to *third* parties and accounted for as equity instruments and convertible notes would be excluded from the diluted earnings per share calculation because their effect is anti-dilutive. \n\n \n\nBasic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the *two*-class method required for participating securities such as our preferred stock. Under the *two*-class method, basic and diluted net income (loss) per share attributable to common stockholders is computed by dividing the basic and diluted net income (loss) attributable to common stockholders by the basic and diluted weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts basic net income per share for the potentially dilutive impact of stock options and restricted stock units (RSUs).\n\n \n\nThe treasury stock method is used to calculate the potentially dilutive effect of stock options and RSUs. The if-converted method is used to calculate the potentially dilutive effect of the Preferred Stock. In both methods, diluted net income (loss) attributable to common stockholders and diluted weighted-average shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules.\n\n \n\nAt *March 31, 2026*and *2025*, the Company had 207,667 and 220,167 options outstanding, respectively, and 38,578 and 49,395 restricted stock units outstanding, respectively.\n\n \n\nThe following table is a reconciling basic and diluted earnings per share under the *two*-class method:\n\n \n\n  \n**Year Ended**\n  \n**Year Ended**\n \n\nIn thousands, except per share amounts\n \n**March 31, 2026**\n  \n**March 31, 2025**\n \n\nNet loss attributed to LiveOne\n $(20,965) $(18,709)\n\nDividends on Series A Preferred Stock\n  (1,186)  (1,583)\n\nNet loss attributed to LiveOne\n $(22,151) $(20,292)\n\nBasic and diluted weighted average number of shares of common stock outstanding\n  10,983,850   9,504,124 \n\nBasic and diluted earnings per share\n $(2.02) $(2.14)\n\n \n\n**\n\n*Segment Reporting*\n\n \n\nThe Company presents the financial statements by segment in accordance with ASC Topic *No.* *280,* Segment Reporting (“ASC *280*”) to provide investors with transparency into how the chief operating decision maker (“CODM”) manages the business. Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in *three* segments.  The Company determined the CODM is its Chief Executive Officer. The CODM reviews financial information and allocates resources across its three operating segments. See Note *19* — Business Segments and Geographic Reporting for further disclosure.\n\n \n\n**\n\n*Cash and Cash Equivalents*\n\n \n\nCash and cash equivalents include all highly liquid investments with original maturities, when purchased, of *three* months or less.\n\n \n\nF-\n*14*\n\n[Table of Contents](#toc)\n\n \nThe 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):\n\n \n\n  \n**2026**\n  \n**2025**\n \n\nCash and cash equivalents\n $5,353  $4,119 \n\nRestricted cash\n  30   30 \n\nTotal cash and cash equivalents and restricted cash\n $5,383  $4,149 \n\n \n\n**\n\n*Restricted Cash and Cash Equivalents*\n\n \n\nThe 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. As of *March 31, 2026*and *2025*, the Company had restricted cash of $30,000 and $30,000, respectively.\n\n \n\n**\n\n*Allowance for Credit Losses*\n\n \n\nThe Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations.\n\n \n\nThe 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 receivables. At *March 31, 2026*and *2025*, the Company had one customer that made up  less than 10% and 10% of the total accounts receivable balance, respectively.\n\n \n\nThe following table provides amounts included in accounts receivable, net for the fiscal years ended *March 31 (*in thousands):\n\n \n\n  \n**2026**\n  \n**2025**\n \n\nAccounts receivable\n $9,208  $9,390 \n\nLess: Allowance for credit losses\n  771   1,091 \n\nAccounts receivable, net\n $8,437  $8,299 \n\n \n\n**\n\n*Inventories*\n\n \n\nInventories, principally raw materials awaiting final customization process, are stated at the lower of cost or net realizable value. Inventories are relieved on a *first*-in, *first*-out basis.\n\n \n\nThe carrying value of inventories is reduced for any excess and obsolete inventory. Excess and obsolete reductions are determined based on currently available information, including the likely method of disposition, such as through sales to individual customers and liquidations, and the age of inventory.\n\n \n\nF-\n*15*\n\n[Table of Contents](#toc)\n\n \n\n**\n\n*Property and Equipment*\n\n \n\nProperty and equipment are recorded at cost. Costs of improvements that extend the economic life or improve service potential are also capitalized. Capitalized costs are depreciated over their estimated useful lives. Costs for normal repairs and maintenance are expensed as incurred.\n\n \n\nDepreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally as follows: buildings and improvements (5 years), furniture and equipment (2 to 5 years) and computer equipment and software (3 to 5 years). Leasehold improvements are depreciated over the shorter of the estimated useful life, based on the estimates above, or the lease term.\n\n \n\nThe Company evaluates the carrying value of its property and equipment if there are indicators of potential impairment. If there are indicators of potential impairment, the Company performs an analysis to determine the recoverability of the asset group carrying value by comparing the expected undiscounted future cash flows to the net book value of the asset group. If it is determined that the expected undiscounted future cash flows are less than the net book value of the asset group, the excess of the net book value over the estimated fair value is recorded in the Company’s consolidated statements of operations. Fair value is generally estimated using valuation techniques that consider the discounted cash flows of the asset group using discount and capitalization rates deemed reasonable for the type of assets, as well as prevailing market conditions, appraisals, recent similar transactions in the market and, if appropriate and available, current estimated net sales proceeds from pending offers.\n\n \n\n**\n\n*Capitalized Internal-Use Software*\n\n \n\nThe Company capitalizes certain costs incurred to develop software for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Costs related to minor enhancements, maintenance and training are expensed as incurred.\n\n \n\nCapitalized 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. During the years ended *March 31, 2026*and *2025*, the Company capitalized $2.6 million and $3.3 million of internal use software, respectively.\n\n \n\n**\n\n*Goodwill and Indefinite-Lived Assets*\n\n \n\nGoodwill 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. Acquired trademarks and trade names are assessed as indefinite lived assets if there are *no* foreseeable limits on the periods of time over which they are expected to contribute cash flows. Goodwill and indefinite-lived assets are *not* amortized, but are subject to an annual impairment testing, as well as between annual tests when events or circumstances indicate that the carrying value *may**not* be recoverable. We perform our annual impairment testing at *January 1*of each year.\n\n \n\nF-\n*16*\n\n[Table of Contents](#toc)\n\n \nOur annual goodwill impairment test is performed at the reporting unit level. As of *March 31, 2026*and *2025*, our reporting unit is the same as our three operating segments. We generally test goodwill for possible impairment by *first* performing a qualitative assessment to determine whether it is more likely than *not* that the fair value of a reporting unit is less than its carrying value. If a qualitative assessment is *not* used, or if the qualitative assessment is *not* conclusive, a quantitative impairment test is performed. If a quantitative test is performed, we determine the fair value of the related reporting unit and compare this value to the recorded net assets of the reporting unit, including goodwill. The fair value of our reporting unit is determined using a market approach based on quoted prices in active markets. In the event the recorded net assets of the reporting unit exceed the estimated fair value of such assets, an impairment charge is recorded. Based on our annual impairment assessment, an impairment of goodwill was identified in the fiscal years ended *March 31, 2026*and *2025*in the amount of none and $1.7 million, respectively.\n\n \n\nEstimations and assumptions regarding future performance, results of the Company’s operations and comparability of its market capitalization and net book value will be used.\n\n \n\nWe test our acquired trademarks and trade names for possible impairment by applying the same process as for goodwill. In the instance when a qualitative test is *not* performed or is inconclusive, a quantitative test is performed by using a discounted cash flow model to estimate fair value of our acquired trademarks and trade names. Based on our annual impairment assessment, an impairment of none and $3.9 million on acquired trademarks and trade names was identified in the fiscal years ended *March 31, 2026*and *2025*\n\n \n\n**\n\n**\n\n*Intangible Assets with Finite Useful Lives*\n\n \n\nThe Company has certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of Intellectual Property, Customer Relationships, Content Creator Relationships, Wholesale Relationships, Domain Names, Customer List, Capitalized Software Development Costs, and Non-compete Agreements resulting from business combinations. Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which are generally as follows: Intellectual Property (15 years), Customer, Content Creator and Wholesale Relationships (1-6 years), Domain Names, Customer Lists, and Software (5 years), Patents (15 years), and Non-Compete Agreements (3 years).\n\n \n\nThe Company reviews all finite lived intangible assets for impairment when circumstances indicate that their carrying values *may **not* be recoverable. If the carrying value of an asset group is *not* recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. In our assessment for potential impairment we identified triggering events due to the events resulting from the change in terms with our largest OEM customer. We performed a quantitative assessment using the guidance in ASC *360,* based on an evaluation, on the basis of the weight of the evidence, of the significance of all identified events and circumstances that could indicate that the carrying value of the long-lived assets is not recoverable and that could affect the significant inputs used to determine the fair value of the long-lived assets. We prepared our estimate of the fair value of the long-lived assets using certain inputs and information that is available to us at this time. Such inputs and information include the percentage and timing at which users of our OEM customer convert to our service and the service plan selected by such converting users. There can be *no* assurance that such inputs will *not* be revised as more information is obtained. Additionally, there can be *no* assurance that such revised inputs, if any, will *not* result in management’s determination that an impairment has occurred at that time. We will continue to assess the long-lived assets for potential impairment in future periods as more information on the inputs becomes available. The Company recorded impairment losses of  *none* and $8.1 million in the fiscal years ended *March 31, 2026 *and *2025,* respectively.\n\n \n\n*Digital Assets*\n\n \n\nThe Company accounts for qualifying crypto assets in accordance with ASC *350*-*60,* Intangibles, Goodwill and Other, Crypto Assets. The Company’s digital assets consist primarily of Bitcoin.\n\n \n\nDigital assets are initially recognized at cost upon acquisition or receipt. Transaction costs incurred to acquire digital assets are expensed as incurred unless otherwise required by applicable accounting guidance. Digital assets are subsequently measured at fair value at each reporting date, with changes in fair value recognized in earnings within change in fair value of digital assets in the consolidated statements of operations and comprehensive loss.\n\n \n\nFair value is determined using quoted market prices in the Company’s principal market, when available. For Bitcoin, the Company determines fair value using observable conversion characteristics applicable to the underlying Bitcoin instrument and quoted market prices for the underlying Bitcoin token as of the measurement date. The Company’s treasury reporting tool supports custody tracking, wallet reconciliation, and conversion-rate documentation but is *not* the primary pricing source for fair value measurement.\n\n \n\n**\n\n*Deferred Revenue and Costs*\n\n \n\nDeferred revenue consists substantially of amounts received from customers in advance of the Company’s performance service period. Deferred revenue is recognized as revenue on a systematic basis that is proportionate to the period that the underlying services are rendered, which in certain arrangements is straight line over the remaining contractual term or estimated customer life of an agreement.\n\n \n\nIn the event the Company receives cash in advance of providing its music services, the Company will also defer an amount of such future royalty and costs to *3rd* party music labels, publishers and other providers on its balance sheets. Deferred costs are amortized to expense concurrent with the recognition of the related revenue and the expense is included in cost of sales.\n\n \n\nF-\n*17*\n\n[Table of Contents](#toc)\n\n \n\n**\n\n*Fair Value Measurements - Valuation Hierarchy*\n\n \n\nFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (i.e., an exit price). The Company uses the *three*-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs *may*be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s own assumptions about the data market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The *three*-tier hierarchy of inputs is summarized below:\n\n \n\n \n\nLevel *1*\n\nValuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.\n\n \n\n \n\n \n\n \n\nLevel *2*\n\nValuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.\n\n \n\n \n\n \n\n \n\nLevel *3*\n\nValuation is based upon other unobservable inputs that are significant to the fair value measurement.\n\n \n\nThe classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. Proper classification of fair value measurements within the valuation hierarchy is considered each reporting period. The use of different market assumptions or estimation methods *may*have a material effect on the estimated fair value amounts. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. \n\n \n\n**\n\n*Debt with Warrants*\n\n \n\nIn accordance with ASC Topic *470*-*20*-*25,* when the Company issues debt with warrants, the Company treats the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as interest expense in the consolidated statements of operations. The offset to the contra-liability is recorded as either a liability or within equity in the Company’s consolidated balance sheets depending on the accounting treatment of the warrants. The Company determines the value of the warrants using an appropriate valuation method, including a Black-Scholes or Monte-Carlo Simulation. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. The debt is treated as conventional debt.\n\n \n\nF-\n*18*\n\n[Table of Contents](#toc)\n\n \n\n**\n\n*Convertible Debt*–*Derivative Treatment*\n\n \n\nWhen 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. An embedded equity-linked component that meets the definition of a derivative does *not* have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both (a) indexed to its own stock; and (b) classified in stockholders’ equity in its balance sheet. \n\n \n\nIf the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the appropriate valuation model upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt.\n\n \n\n**\n\n*Concentration of Credit Risk*\n\n \n\nThe Company maintains cash balances at commercial banks. Cash balances commonly exceed the *$250,000* amount insured by the Federal Deposit Insurance Corporation. The Company has *not* experienced any losses in such accounts, and management believes that the Company is *not* exposed to any significant credit risk with respect to such cash and cash equivalents.\n\n \n\n**\n\n*Seasonality*\n\n \n\nOur CPS merchandising business is affected by seasonality, which typically results in higher sales volume during our *third* quarter, which ends *December 31.*\n\n \n\nF-\n*19*\n\n[Table of Contents](#toc)\n\n \n\n**\n\n*Recently Adopted Accounting Pronouncements*\n\n \n\nIn *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. ASU *2023*-*09* will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions The Company adopted ASU *2023*-*09* on *April 1, 2025 *on a prospective basis. The adoption of this standard did *not* have an impact on the Company’s consolidated financial statements.\n\n \n\nIn *December 2023,*the FASB issued ASU *2023*-*08,* Intangibles — Goodwill and Other — Crypto Assets (Subtopic *350*-*60*): Accounting for and Disclosure of Crypto Assets (“ASU *2023*-*08”*). This ASU is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. ASU *2023*-*08* requires a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period in which the entity adopts the amendment and is effective for all reporting companies for fiscal years beginning after *December 15, 2024,*including interim periods within those fiscal years, with early adoption permitted. The adoption of this standard did *not* have an impact on the Company’s consolidated financial statements.\n\n \n\n*Recently Issued Accounting Pronouncements*\n\n \n\nIn *November 2024,*the FASB issued ASU *No.* *2024*-*03,* Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic *220*-*40*): Disaggregation of Income Statement Expenses. The amendments in ASU *2024*-*03* require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (i) better understand the entity’s performance, (ii) better assess the entity’s prospects for future cash flows, and (iii) compare an entity’s performance over time and with that of other entities. ASU *2024*-*03* is effective for fiscal years beginning after *December 15, 2026,*and for interim periods within fiscal years beginning after *December 15, 2027,*with early adoption permitted. We are currently evaluating the impact of the adoption of ASU *2024*-*03.*\n\n \n\n \n\nF-\n*20*\n\n[Table of Contents](#toc)\n\n \nOther recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the U.S. Securities and Exchange Commission (the “SEC”) did *not* or are *not* believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.\n\n    \n\n \n\n**Note 3**—**Revenue**\n\n \n\nThe following table represents a disaggregation of revenue from contracts with customers for the years ended *March 31, 2026*and *2025* (in thousands):\n\n \n\n  \n**Year Ended March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nRevenue\n        \n\nPaid user services\n $11,972  $56,939 \n\nAdvertising\n  61,616   52,285 \n\nMerchandising\n  3,556   5,181 \n\nSponsorship and Licensing\n  -   - \n\nTicket/Event\n  -   - \n\nTotal Revenue\n $77,144  $114,405 \n\n \n\nFor some contracts, the Company *may*invoice up front for services recognized over time or for contracts in which the Company has unsatisfied performance obligations. Payment terms and conditions vary by contract type, although terms generally cover monthly payments. In the circumstances where the timing of invoicing differs from the timing of revenue recognition, the Company has determined its contracts do *not* include a significant financing component. The Company has elected to apply the practical expedient under ASC *606*-*10*-*50*-*14* and *not* provide disclosure of the amount and timing of performance obligations as the performance obligations are part of a contract that has an original expected duration of *one* year or less. \n\n \n\nFor the years ended *March 31, 2026*and *2025*, one customer accounted for 7% and 45% of our consolidated revenues, respectively.\n\n \n\nThe following table summarizes the significant changes in contract liabilities (deferred revenue) balances during the years ended *March 31, 2026*and *2025* (in thousands):\n\n \n\n  \n**Contract Liabilities**\n \n\nBalance as of April 1, 2024\n $728 \n\nRevenue recognized that was included in the contract liability at beginning of the year\n  (302)\n\nIncrease due to cash received, excluding amounts recognized as revenue during the year\n  1,715 \n\nBalance as of March 31, 2025\n  2,141 \n\nRevenue recognized that was included in the contract liability at beginning of the year\n  (361)\n\nIncrease due to cash received, excluding amounts recognized as revenue during the year\n  9 \n\nBalance as of March 31, 2026\n $1,789 \n\n \n\nF-\n*21*\n\n[Table of Contents](#toc)\n\n \n\n \n\n**Note 4 **—**Property and Equipment**\n\n \n\nThe Company’s property and equipment at *March 31, 2026*and *2025* was as follows (in thousands):\n\n \n\n  \n**As of March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nProperty and equipment, net\n        \n\nComputer, machinery, and software equipment\n $2,498  $2,597 \n\nFurniture and fixtures\n  564   564 \n\nLeasehold improvements\n  597   597 \n\nCapitalized internally developed software\n  21,219   18,669 \n\nTotal property and equipment\n  24,878   22,427 \n\nLess accumulated depreciation and amortization\n  (21,581)  (21,534)\n\nTotal property and equipment, net\n $3,297  $893 \n\n \n\nDepreciation expense was $1.0 million and $3.4 million for the years ended *March 31, 2026*and *2025*, respectively. \n\n \n\nAs a result of the *ART19* agreement and the change in terms with our largest OEM, the Company revaluated the lives of certain fixed assets and recorded and impairment of $2.8 million attributed to property and equipment for the year ended *March 31, 2025*attributed to our Slacker and PodcastOne reporting units. No impairment was recorded for the year ended *March 31, 2026.*\n\n \n\nF-\n*22*\n\n[Table of Contents](#toc)\n\n   \n\n \n\n**Note** **5 **—**Goodwill and Intangible Assets**\n\n \n\n*Goodwill*\n\n \n\nThe Company currently has three reporting units. The following table presents the changes in the carrying amount of goodwill for the years ended *March 31, 2026*and *2025* (in thousands):\n\n \n\n  \n**Goodwill**\n \n\nBalance as of April 1, 2024\n $23,379 \n\nImpairment\n  (1,667)\n\nBalance as of March 31, 2025\n $21,712 \n\nImpairment\n  - \n\nBalance as of March 31, 2026\n $21,712 \n\n \n\nThe Company recorded an impairment on the goodwill balance of $1.7 million for the year ended *March 31, 2025.*During the year ended *March 31, 2025 *the Company performed an quantitative assessment of our Media Group reporting unit. The results of the Company's quantitative goodwill impairment analysis performed indicated an impairment of goodwill within our Media Group reporting unit, and the Company recorded a non-cash impairment charge of $1.7 million. The impairment was driven by the company's most recent cash flow projections as revised in the *fourth* quarter of Fiscal *2025* which reflected current market conditions and current trends in business performance, including slower than anticipated actualization of bookings. No impairment was recorded for the year ended *March 31, 2026.*\n\n \n\n*Indefinite-Lived Intangible Assets*\n\n \n\nThe following table presents the changes in the carrying amount of indefinite-lived intangible assets in the Company’s reportable segment for the year ended *March 31, 2026* (in thousands):\n\n \n\n  \n**Tradenames**\n \n\nBalance as of April 1, 2024\n $4,637 \n\nAcquisitions\n  - \n\nImpairment losses\n  (3,863)\n\nBalance as of March 31, 2025\n $774 \n\nAcquisitions\n  - \n\nImpairment losses\n  - \n\nBalance as of March 31, 2026\n $774 \n\n \n\nAs a result of the change in terms of the agreement with our largest OEM, the Company determined that an impairment of $3.9 million should be recorded as a result of the decrease in forecasted revenues. No impairment was recorded for the year ended *March 31, 2026.*\n\n \n\n*Finite-Lived Intangible Assets*\n\n \n\nThe Company’s finite-lived intangible assets were as follows as of *March 31, 2026* (in thousands):\n\n \n\n  \n**Gross**\n   * *** ** \n**Net**\n \n\n  \n**Carrying**\n  \n**Accumulated**\n  \n**Carrying**\n \n\n  \n**Value**\n  \n**Amortization**\n  \n**Value**\n \n\nSoftware\n $19,281  $19,281  $- \n\nIntellectual property (patents)\n  3,146   2,665   481 \n\nCustomer relationships\n  6,570   6,570   - \n\nContent creator relationships\n  3,228   3,045   183 \n\nDomain names\n  123   75   48 \n\nBrand and trade names\n  1,071   641   430 \n\nCustomer list\n  2,673   2,673   - \n\nTotal\n $36,092  $34,950  $1,142 \n\n \n\nF-\n*23*\n\n[Table of Contents](#toc)\n\n \n\nThe Company’s finite-lived intangible assets were as follows as of *March 31, 2025* (in thousands):\n\n \n\n  \n**Gross**\n   * *** ** \n**Net**\n \n\n  \n**Carrying**\n  \n**Accumulated**\n  \n**Carrying**\n \n\n  \n**Value**\n  \n**Amortization**\n  \n**Value**\n \n\nSoftware\n $19,281  $19,281  $- \n\nIntellectual property (patents)\n  3,146   2,593   553 \n\nCustomer relationships\n  6,570   6,570   - \n\nContent creator relationships\n  3,228   2,574   654 \n\nDomain names\n  123   66   57 \n\nBrand and trade names\n  1,071   540   531 \n\nCustomer list\n  2,673   2,673   - \n\nTotal\n $36,092  $34,297  $1,795 \n\n \n\nIntangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for patents, content creator relationships, domain names, tradename and customer list are generally *three* to 15 years, one to two years, two to five years, seven to ten years and three to four years, respectively.\n\n \n\nThe Company’s amortization expense on its finite-lived intangible assets was $0.7 million and $1.9 million for the years ended *March 31, 2026*and *2025*, respectively. The Company recorded an impairment charge of none and $3.3 million for the year ended *March 31, 2026* and *2025,* respectively.\n\n \n\nThe $2.2 million impairment recorded within our intellectual property (patents) for the year ended *March 31, 2025 *was the result of the impairment of certain assets within the Company's Slacker reporting unit as a result of the change in terms with our largest OEM. In addition, the Company recorded an impairment of $0.9 million within our customer relationships intangibles within our Media reporting unit attributed to the decrease in expected future revenues.\n\n \n\nThe Company recorded an impairment charge of none and $0.2 million and *none* within content creator relationships for the year ended *March 31, 2026 *and *2025,* respectively. The impairment for the year ended *March 31, 2025 *was the result of the winding down of a podcast show acquired by PodcastOne.\n\n \n\n*Finder's* *Agreement*\n\n \n\nIn *September 2023,*PodcastOne entered into a finder's fee arrangement pursuant to which it agreed to issue shares of PodcastOne common stock at a price of $8.00 per share (subject to adjustment in certain limited circumstances) as a finder’s fee to a certain *third* party podcast platform in the event certain former and/or current podcasts creators of such platform entered into new podcasting agreements with PodcastOne, with the amount of the fee to be based on the amount of revenues actually derived by PodcastOne from such podcasts during a predetermined period. Payments made to such *third* party attributed to PodcastOne entering into new podcast contracts were capitalized to content creator relationship intangibles. As of *March 31, 2026 *and *2025* the Company has capitalized none and $3.1 million, respectively, of payments made to such *third* party. $2.6 million of the $3.1 million capitalized of payments made to such *third* party was paid with PodcastOne common stock at an agreed upon price of $8.00 per share. During the year ended *March 31, 2025, *the Company made an adjustment of $0.5 million to accrued common stock and content creator relationships to account for the settlement of the finder's fee agreement attributed to multiple *third* party platforms.\n\n \n\nThe Company estimated future amortization expense on its finite-lived intangible assets as of *March 31, 2026* to be as follows (in thousands): \n\n \n\n**For Years Ended March 31,**\n   ** **\n\n     \n\n2027\n $366 \n\n2028\n  182 \n\n2029\n  182 \n\n2030\n  182 \n\n2031\n  182 \n\nThereafter\n  48 \n\n  $1,142 \n\n \n\n \n\n**Note 6 **—**Intangible Digital Assets**\n\n \n\nOn *August 28, 2025,*the Company adopted Bitcoin as its primary treasury reserve asset. Under this new treasury strategy, the Company purchases and holds Bitcoin for long term investment purposes. The Company accounts for its Bitcoin as in indefinite-lived intangible asset in accordance with ASC *350,* Intangibles-Goodill and Other and has ownership over its Bitcoin, which are included in intangible digital assets in the Consolidated Balance Sheets. Without the Debentures holders consent, the Company is *not* permitted to purchase more than $9,500,000 of cryptocurrency assets. As of *March 31, 2026,*there were *no* contractual restrictions on the Company sale of its Bitcoin.\n\n \n\n**Bitcoin Purchases**\n\n \n\nThe Company's Bitcoin purchased for investment purpose are initially recorded at cost, inclusive of transaction costs and fees. Subsequently, the Company remeasured its Bitcoin investment at fair value at the end of each reporting period with changes recognized in net income through other (expense) income, net on the Company's Consolidated Statements of Operations. As of *March 31, 2026,*the Company held approximately 43.15 Bitcoins with a cost basis of $5.0 million and a fair value of $2.9 million.\n\n \n\nThe Company began cryptocurrency activities during the *three* months ended *September 30, 2025. *The Company purchased  $5.0 million of cryptocurrency during the year ended *March 31, 2026*and recognized a loss of $2.1 million associated with the change in fair value during the year ended *March 31, 2026.*The Company did not sell any of its cryptocurrency during the year ended *March 31, 2026.*\n\n \n\n \n\n**Note 7 **—**Accounts Payable and Accrued Liabilities**\n\n \n\nAccounts payable and accrued liabilities at *March 31, 2026*and *2025* were as follows (in thousands):\n\n \n\n  \n**March 31,**\n  \n**March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nAccounts payable\n $15,735  $15,269 \n\nAccrued liabilities\n  11,885   9,911 \n\nLease liabilities, current\n  99   - \n\nTotal\n $27,719  $25,180 \n\n \n\nF-\n*24*\n\n[Table of Contents](#toc)\n\n    \n\n \n\n**Note 8 **—**Notes Payable**\n\n \n\nThe Company’s notes payable at *March 31, 2026*and *2025* were as follows (in thousands): \n\n \n\n  \n**March 31,**\n  \n**March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nSBA loan\n $149  $150 \n\nCapchase loan\n  -   623 \n\nTotal\n  149   773 \n\nLess: Current portion of Notes payable\n  -   (623)\n\nNotes payable - long term\n $149  $150 \n\n \n\n*SBA Loan*\n\n \n\nOn *June 17, 2020,*the Company received the proceeds from a loan in the amount of less than $0.2 million from the United States Small Business Administration (the “SBA”). Installment payments, including principal and interest, begin *12*-months from the date of the promissory note. The balance is payable 30-years from the date of the promissory note, and bears interest at a rate of 3.75% per annum. The Company recorded interest expense of less than $10,000 of interest expense associated with the SBA loan for both the years ended *March 31, 2025*and *2024,* respectively. The are *no* covenants associated with the SBA loan.\n\n \n\n*Loan and Security Agreement*\n\n \n\nIn *August 2023,*the Company entered into a Loan and Security Agreement with Capchase Inc. (“Capchase”) pursuant to which the Company borrowed $1.7 million to further develop and acquire certain podcasts acquired by PodcastOne and for general working capital. The debt is subordinated to the ABL Credit Facility (as defined below) 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.*The Company repaid the Capchase loan in full during the year ended *March 31, 2026. *The Company recorded interest expense of $0.2 million and $0.2 million of interest expense associated with the Capchase loan for the years ended *March 31, 2026 *and *2025,* respectively.\n\n \n\nMaturities of notes payables as of *March 31, 2026 *were as follows (in thousands):\n\n \n\n**For Years Ending March 31,**\n   ** **\n\n2027\n $4 \n\n2028\n  4 \n\n2029\n  4 \n\n2030\n  4 \n\n2031\n  4 \n\nThereafter\n  129 \n\nTotal\n $149 \n\n   \n\nF-\n*25*\n\n[Table of Contents](#toc)\n\n \n\n \n\n**Note 9 **—**PodcastOne Bridge Loan**\n\n \n\n*PodcastOne*’*s Private Placement*\n\n \n\nOn *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”). In connection with the sale of the *PC1* Notes, the Purchasers received warrants (the *“PC1* Warrants”) to purchase a number of shares (the *“PC1* Warrant Shares”) of PodcastOne’s common stock, par value $0.00001 per share. The *PC1* Notes were due to mature one year from the Closing Date, subject to a *one*-time *three*-month extension at PodcastOne’s election (the “Maturity Date”). The *PC1* Notes bear interest at a rate of 10% per annum payable on maturity. The *PC1* Notes would automatically convert into the securities of PodcastOne sold in a Qualified Financing (an initial public offering of PodcastOne’s securities from which PodcastOne’s trading market at the closing of such offering is a national securities exchange) or Qualified Event (a direct listing of PodcastOne’s securities on a national securities exchange), as applicable, upon the closing of a Qualified Financing or Qualified Event, as applicable, at a price per share equal to the lesser of (i) the price equal to $60.0 million divided by the aggregate number of shares of PodcastOne’s common stock outstanding immediately prior to the closing of a Qualified Financing or Qualified Event, as applicable (assuming full conversion or exercise of all convertible and exercisable securities of PodcastOne then outstanding, subject to certain exceptions), and (ii) 70% of the offering price of the shares (or whole units, as applicable) in the Qualified Financing or 70% of the initial listing price of the shares on a national securities exchange in the Qualified Event, as applicable. 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”).\n\n \n\nThe Company also agreed (i) *not* to effect a Qualified Financing or a Qualified Event, as applicable, unless immediately following such event the Company owns *no* less than 66% of PodcastOne’s equity, unless in either case otherwise permitted by the written consent of the holders of the majority of the *PC1* Notes (excluding the Company) (the “Majority Noteholders”) and the senior lender, as applicable, (ii) that until a Qualified Financing or a Qualified Event, as applicable, is consummated, the Company guaranteed the repayment of the *PC1* Notes when due (other than the Bridge Notes issued to LiveOne) and any interest or other fees due thereunder, and (iii) that if PodcastOne had *not* consummated a Qualified Financing or a Qualified Event, as applicable, by *February 15, 2023,**March 15, 2023*or *April 15, 2023,*unless in either case permitted by the written consent of the Majority Noteholders, PodcastOne was required to redeem $1,000,000 of the then outstanding *PC1* Notes (other than the *PC1* Notes issued to the Company) by the *tenth* calendar day of each month immediately following such respective date, up to an aggregate redemption of $3,000,000 over the course of such *three* months, each of which was to be distributed to the holders of the Bridge Notes (other than the Company) on a prorated basis (the “Early Redemption”).\n\n \n\nPodcastOne further agreed to register the shares of its common stock issuable upon conversion of the *PC1* Notes and exercise of the *PC1* Warrants in connection with a Qualified Financing or a Qualified Event. If PodcastOne did *not* file such registration statement on or prior to *April 15, 2023,*PodcastOne was required to prepay $1,000,000 of the *PC1* Notes pro rata to the *PC1* Notes holders (other than the Company), and if PodcastOne did *not* file such registration statement on or prior to *July 15, 2023,*PodcastOne was required to prepay $2,000,000 of the *PC1* Notes pro rata to the *PC1* Notes holders (other than the Company) (the “Reg St Redemption”). PodcastOne was *not* required to redeem or repay more than a total of $3,000,000 of the principal amount of the *PC1* Notes as a result of the Optional Redemption, the Early Redemption and/or the Reg St Redemption. As a result of *not* completing the Qualified Event, as of *April 15, 2023,*PodcastOne purchased $3.0 million (excluding the OID) worth of *PC1* Notes which have been eliminated in the consolidation presentation, but otherwise remain issued and outstanding.\n\n \n\nOn *September 8, **2023,* PodcastOne completed a Qualified Event (its spin out from the Company to become a standard publicly trading company (the “Spin-Out”)) as a result of its direct listing on The NASDAQ Capital Market on such date (the \"Direct Listing\"). In connection with such completed Qualified Event, all of the remaining *PC1* Notes (including interest thereunder) in the aggregate amount of approximately $7.02 million converted into approximately 2,341,000 shares of PodcastOne’s common stock. \n\n \n\n**Warrants**\n\n \n\nThe *PC1* Warrants were classified as liabilities as they represent an obligation to deliver a variable number of shares of common stock in the future and are therefore required to be initially and subsequently measured at fair value each reporting period. The Company recorded a warrant liability in the amount of $1.7 million (and reduced the proceeds allocated to the *PC1* Notes accordingly). The fair value of the *PC1* Warrant liability is remeasured each reporting period using a Black Scholes model, and the change in fair value is recorded as an adjustment to the *PC1* Warrant liability with the unrealized gains or losses reflected in other income (expense). 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 311,4,00 warrants with an exercise price of $30.00 per warrant per the warrant agreement.\n\n \n\nF-\n*26*\n\n[Table of Contents](#toc)\n\n \n\nF-\n*27*\n\n[Table of Contents](#toc)\n\n \n\n \n\n**Note 10 **—**Senior Secured Revolving Line of Credit**\n\n \n\nOn *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. In connection with the Business Loan Agreement, the Company entered into a Promissory Note with the Senior Lender and established the revolving line of credit in the amount of $7.0 million (the “Revolving Credit Facility”), maturing on *June 2, 2023.*\n\n \n\nIn *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, 2026* was 10.00%.\n\n \n\nOn *September 8, 2023*and effective as of *August 22, 2023,*the Company entered into a new Business Loan Agreement (the “New Business Loan Agreement”) with the Senior Lender, to convert the Company’s revolving credit facility with the Senior Lender into an assets backed loan credit facility with the Senior Lender, which shall continue to be collateralized by a *first* lien on all of the assets of the Company and its subsidiaries (the “ABL Credit Facility”). The New Business Loan Agreement provides the Company with borrowing capacity of up to the Borrowing Base (as defined in the Business Loan Agreement). Pursuant to the New Business Loan Agreement, the requirement that the Company and its related entities shall at all times maintain a certain minimum deposit with the Senior Lender was reduced from $8,000,000 to $5,000,000.\n\n \n\nOn *May 31, 2024,*the Company was granted an extension of *90* days on the maturity date, therefore the Revolving Credit Facility was scheduled to mature in  *September 2024. *On *November 1, 2024, *the Company extended the maturity date of its promissory note issued to the Senior Lender, underlying the ABL Credit Facility, from *September **15,* *2024* to *November 20, 2024 *and the principal amount of the note was decreased to $6.0 million.\n\n \n\nOn *January 28, 2025, *the Company entered into a new Business Loan Agreement (the *“2025* Business Loan Agreement”) with the Senior Lender to update certain terms of the ABL Credit Facility, including to reduce the principal amount outstanding under the Promissory Note to $3,750,000, reflecting the Company’s repayment of $3,250,000 of the principal amount of the Promissory Note as of such date, and to extend the maturity date of the Promissory Note to *November 20, 2025. *Pursuant to the Change in Terms Agreement, dated as of *January 28, 2025 (*the *“2025* Change in Terms Agreement”), entered into between the Company and the Senior Lender in connection with the *2025* Business Loan Agreement, the Company agreed to repay the remaining outstanding principal amount of the Promissory Note in *9* equal monthly payments of $400,000 each beginning *February 20, 2025, *and the final *10th* payment of $151,291.67 on *November 20, 2025. *Pursuant to the *2025* Business Loan Agreement, the requirement that the Company and its related entities shall at all times maintain a certain minimum cash deposit with the Senior Lender is maintained at $5,000,000. The ABL Credit Facility continues to be collateralized by a *first* lien on all of the assets of the Company and its subsidiaries.\n\n \n\nBorrowings under the ABL Credit Facility were subject to certain covenants as set forth in the *2025* Business Loan Agreement and bear interest at a rate equal to the “Money Rate” column of The Wall Street Journal (Western Edition) as determined by the Senior Lender plus 2.50%, resulting in the initial rate of 10.00% and provided, that it shall *not* be less than 7.50%. 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. The occurrence of an event of default could result in the acceleration of all obligations of the Company to the Senior Lender with respect to indebtedness, whether under the *2025* Business Loan Agreement or otherwise. Other covenants include, but are *not* limited to, covenants limiting or restricting the Company’s ability to incur indebtedness, incur liens, enter into mergers or consolidations involving debt, dispose of assets, make loans and investments and pay dividends.\n\n \n\nIn connection with the *2025* Business Loan Agreement, the Promissory Note issued to the Senior Lender continued in effect except as modified by the *2025* Business Loan Agreement and the *2025* Change in Terms Agreement.\n\n \n\nThe principal balance under the ABL Credit Facility as of *March 31, 2026*and *2025* was none and $3.0 million  respectively. The Company recorded interest expense of $0.3 million and $0.7 million for the year ended *March 31, 2026*and *2025*, respectively. \n\n \n\nIn connection with the issuance of the Debentures (as defined below), on *May 19, 2025,*the Company paid off all obligations owing under, and terminated, the Business Loan Agreement governing the ABL Credit Facility and all related loan agreements.\n\n \n\n \n\nF-\n*28*\n\n[Table of Contents](#toc)\n\n   \n\n \n\n**Note 11** —**Convertible Note**\n\n \n\n*Securities Purchase Agreement*\n\n \n\nOn *May 19, 2025 (*the “Closing Date”), the Company, and PodcastOne entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which (i) the Company sold to the Purchasers the Company’s Original Issue Discount Senior Secured Convertible Debentures (the “Initial Debentures”) in an aggregate principal amount of $16,775,000 for an aggregate cash purchase price of $15,250,000, and (ii) if certain conditions are satisfied as set forth in the SPA, including at least *one* of the Conditions (as defined below), the Company *may *sell at its option to the Purchasers the Company’s additional Original Issue Discount Senior Secured Convertible Debentures in an aggregate principal amount of $11,000,000 on substantially the same terms as the Initial Debentures (the “Additional Debentures” and collectively with the Initial Debentures, the “Debentures”), in a private placement transaction. The Debentures are convertible into shares of the Company’s common stock at the holder’s option at a conversion price of $21.00 per share, subject to certain customary adjustments such as stock splits, stock dividends and stock combinations. The Company *may *sell to the Purchasers the Additional Debentures if within *15* months of the Closing Date either of the following conditions have been satisfied during such *15*-month period (the “Conditions”): (*x*) the VWAP (as defined in the SPA) of the common stock has been equal to or greater than $42.00 per share (subject to certain customary adjustments such as stock splits, stock dividends and stock combinations) for 30 consecutive trading days, or (y) Free Cash Flow (as defined in the SPA) has been equal to or greater to $3,000,000 for *three* consecutive fiscal quarters, and has increased in each of the foregoing quarters from the immediately preceding fiscal quarter.\n\n \n\nThe Initial Debentures mature on *May 19, 2028 *and accrue interest at 11.75% per year. Commencing with the calendar month of *August 2025 (*subject to the following sentence), the holders of the Initial Debentures will have the right, at their option, to require the Company to redeem an aggregate of up to $100,000 of the outstanding principal amount of the Debentures per month. For the month of *August 2025, *the holders *may **not* submit a redemption notice for such a redemption prior to *August 18, 2025. *Commencing from *November 18, 2025, **May 18, 2026 *and *May 18, 2027, *the holders of the Initial Debentures will have the right, at their option, to require the Company to redeem an aggregate of up to $150,000, $250,000 and $300,000, respectively, of the outstanding principal amount of the Initial Debentures per month. \n\n \n\nSubject to the satisfaction of certain conditions, including applicable prior notice to the holders of the Initial Debentures, at any time after *May 19, 2026, *the Company *may *elect to prepay all, but *not* less than all, of the then outstanding Initial Debentures for a prepayment amount equal to the outstanding principal balance of then outstanding Initial Debentures plus all accrued and unpaid interest thereon, together with a prepayment premium equal to the following (the “Prepayment Premium”): (a) if the Initial Debentures are prepaid after *May 19, 2026, *but on or prior to *May 19, 2027, *5% of the entire outstanding principal balance of the outstanding Initial Debentures (or the applicable portion thereof required to be prepaid by the Company); and (c) if the Initial Debentures are prepaid on or after *May 19, 2027, *but prior to the maturity date of the Initial Debentures, 4% of the entire outstanding principal balance of then outstanding Initial Debentures (or the applicable portion thereof required to be prepaid by the Company). Subject to the satisfaction of certain conditions, the Company shall be required to prepay the entire outstanding principal amount of all of then outstanding Initial Debentures in connection with a Change of Control Transaction (as defined in the Initial Debentures) for a prepayment amount equal to the outstanding principal balance of then outstanding Initial Debentures, plus all accrued and unpaid interest thereon, plus the applicable Prepayment Premium based on when such Change of Control Transaction occurs within the period set forth above applicable to such Prepayment Premium; provided, that (*x*) if a Change of Control Transaction occurs on or prior to *May 19, 2026, *plus 10% of the entire outstanding principal balance of then outstanding Initial Debentures; (y) if the Specified Carve-Out Transaction (as defined in the Debentures) in consummated, the Company shall be required to prepay the Initial Debentures, in an aggregate amount equal to the lower of the outstanding principal balance of then outstanding Initial Debentures and $7,500,000, in each case, plus the applicable Prepayment Premium, and (z) if a Permitted Disposition (as defined in the Debentures) pursuant to clause (g) of the definition thereof is consummated, the Company shall be required to prepay the Initial Debentures in an aggregate amount equal to the lower of the outstanding principal balance of then outstanding Initial Debentures and 50% of the *first* $1,000,000 of net proceeds resulting from such Permitted Disposition up to $1,000,000 and 25% of such net proceeds in excess of $1,000,000, in each case, plus the applicable Prepayment Premium.\n\n \n\n*Debentures Amendment*\n\n \n\nOn *August 5, 2025,*the Company amended certain defined terms contained in the Initial Debentures, to provide that the Company and/or its subsidiaries shall be permitted to purchase Bitcoin, Solana or Ethereum (collectively, “Crypto”) up to an amount as agreed to by the parties from time to time in *one* or more transactions in accordance with the investment guidelines adopted by the Company from time to time and reasonably acceptable to the Purchasers (the “Guidelines”), and that the Company *may*retain *one* or more investment managers to engage in a Bitcoin yield strategy or other active management of any purchased Crypto in accordance with the Guidelines, in each case to further enable the Company to pursue its recently announced digital asset treasury strategy. The terms of the Initial Debentures and other transactions documents entered into in connection therewith remain unchanged. Pursuant to the Security Agreement entered into by the parties in connection with the issuance of the Initial Debentures, the Purchasers will have a security interest in any purchased Crypto.\n\n \n\nF-\n*29*\n\n[Table of Contents](#toc)\n\nThe resulting discount from the original issuance discount and underwriting fees, of $1.6 million and is being amortized using the effective interest method. Interest expense resulting from the amortization of the discount for the year ended *March 31, 2026 *was $0.4 million.\n\n \n\nInterest expense with respect to the Initial Debentures for the year ended *March 31, 2026*was $1.8 million. The Initial Debentures include a covenant relating to the requirement to maintain a certain amount cash in the amount of $7.5 million. \n\n \n\nAs of *March 31, **2026,* the Company was in compliance with its debt covenants associated with the Initial Debentures.\n\n \n\n \n\n**Note 12 **—**Related Party Transactions**\n\n \n\nAs of *March 31, 2022,*the Company had unsecured 8.5% Senior Secured Convertible Notes previously issued to Trinad Capital (as defined below). In *February 2023,*the Trinad Notes along with accrued interest thereunder were converted into 6,177 shares of Series A Preferred Stock, with a stated value of $1,000 per share of Series A Preferred Stock and convertible at $21.00 per share, and Trinad Capital also received 200,000 shares of the Company's common stock. On *April 1, 2024,*Trinad Capital converted 3,395.09 shares of Series A Preferred Stock into 161,671 shares of the Company’s common stock and received 53,540 three-year warrants to purchase the Company’s common stock exercisable at a price of $21.00 per share. For the fiscal years ended *March 31, 2026 *and *2025,* the Company issued  205.19 and 802.20 shares of its Series A Preferred Stock, respectively, to Trinad Capital as dividend payments required by the terms of the Series A Preferred Stock. As of *March 31, 2026,*Trinad Capital owned 2,253.99 shares of Series A Preferred Stock.\n\n \n\nOn *September 8, 2023,*PodcastOne completed its Direct Listing on the Nasdaq Capital Market which resulted in the Company owning 15,672,186 shares of common stock of PodcastOne along with 1,100,000 warrants to purchase shares of PodcastOne's common stock with an exercise price of $3.00 per share, which remain outstanding as of *March 31, 2026.*Also, on this date, PodcastOne issued 147,044 shares of PodcastOne common stock to the Company's CEO as a result of his ownership of the Company's preferred stock.\n\n \n\nDuring the years ended *March 31, 2026 *and *2025,* the Company issue or reserved 2,562 and 12,343 shares of common stock with a value of $0.1 million and $0.1 million to relatives of the CEO for services performed, respectively.\n\n \n\nDuring the year ended *March 31, 2026 *and *2025,* the Company received 906,189 and 1,315,880 shares of PodcastOne common stock with a fair value of $1.7 million and $2.5 million, respectively, in exchange for services provided by the Company to PodcastOne and for amounts owed under a cost sharing agreement between PodcastOne and the Company.\n\n    \n\n \n\n**Note 13 **—**Leases**\n\n \n\nOn *December 22, 2020, *the Company acquired CPS which included the assumption of an operating lease for a 55,120 square foot light manufacturing facility located in Addison Illinois, which expired  *June **30,* *2024.* During the year ended *March 31, 2025,*CPS entered into a *three* year lease for office space in Palatine, Illinois.\n\n \n\nThe Company leases office locations with lease terms that are less than *12* months or are on month to month terms. Rent expense is recognized over the term of the lease on a straight-line basis. Rent expense for these leases totaled $0.5 million and $0.5 million for the year ended *March 31, 2026 *and *2025,* respectively. Operating leases with lease terms of greater than *12* months are capitalized in Operating lease right-of-use assets and Operating lease liabilities in the consolidated balance sheet. Rent expense for these operating leases totaled $0.4 million and $0.4 million the years ended *March 31, 2026*and *2025*, respectively, which is included in general and administrative expenses in the consolidated statement of operations.  \n\n \n\nOperating lease costs for the years ended *March 31, 2026*and *2025* consisted of the following (in thousands):\n\n \n\n  \n**Year Ended March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nFixed rent cost\n $414  $456 \n\nShort term lease cost\n  48   88 \n\nTotal operating lease cost\n $462  $544 \n\n \n\nSupplemental balance sheet information related to leases was as follows (in thousands):\n\n \n\n  \n**March 31,**\n  \n**March 31,**\n \n\n**Operating leases**\n \n**2026**\n  \n**2025**\n \n\nOperating lease right-of-use assets\n $229  $97 \n\n         \n\nOperating lease liability, current\n $99  $- \n\nOperating lease liability, noncurrent\n  134   99 \n\nTotal operating lease liabilities\n $233  $99 \n\n \n\nThe operating lease right-of-use assets are included in other assets in the *March 31, 2026*and *2025* consolidated balance sheets, and operating lease liabilities are included in accounts payable and accrued liabilities and lease liabilities non-current in the *March 31, 2026*and *2025* consolidated balance sheets.\n\n \n\nF-\n*30*\n\n[Table of Contents](#toc)\n\n \n\nFuture maturities of operating lease liabilities as of *March 31, 2026* were as follows (in thousands):\n\n \n\n**For Years Ending March 31,**\n   ** **\n\n2027\n $108 \n\n2028\n  108 \n\n2029\n  67 \n\nTotal lease payments\n  283 \n\nLess: imputed interest\n  (50)\n\nPresent value of operating lease liabilities\n $233 \n\n \n\n*Significant determinations*\n\n \n\nDiscount rate – the Company’s lease is discounted using the Company’s incremental borrowing rate of 6.0% as the rate implicit in the lease is *not* readily determinable.\n\n \n\nOptions – the lease term is the minimum noncancelable period of the lease. The Company does *not* include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs.\n\n \n\nLease and non-lease components – Non lease components were considered and determined *not* to be material. \n\n \n\n*PodcastOne arrangement*\n\n \n\nPodcastOne leases its Los Angeles premises located at *345* North Maple Drive, Suite *295,* Beverly Hills, CA *90210* consisting of approximately 1,398 square feet of office and podcast studio space under a lease agreement expiring in *November 2027.*Rent expense for the operating lease totaled $0.1 million and $0.1 million for the year ended *March 31, 2026* and *March 31, 2025*, respectively.\n\n \n\nF-\n*31*\n\n[Table of Contents](#toc)\n\n   \n\n \n\n**Note 14 **—**Other Long-Term Liabilities**\n\n \n\nOther long-term liabilities consisted of the following (in thousands):\n\n \n\n  \n**March 31,**\n  \n**March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nAccrued royalties\n $7,284  $7,392 \n\nAccrued legal\n  -   1,606 \n\nAccrued sales tax and interest\n  4,067   2,375 \n\nOther\n  -   863 \n\nTotal other long-term liabilities\n $11,351  $12,236 \n\n \n\nThe Company classified $7.3 million and $7.4 million of accrued royalties into long term based on contractual arrangements with the royalty holders for the year ended *March 31, 2026 *and *2025,* respectively. In addition, the Company accrued none and $1.6 million into long term liabilities as a result of the Sound Exchange settlement as of *March 31, 2026 *and *2025,* respectively. \n\n \n\n**Note 15 **—**Commitments and Contingencies**\n\n \n\n*Contractual Obligations*\n\n \n\nAs of *March 31, 2026*, the Company is obligated under agreements with Content Providers and other contractual obligations to make guaranteed payments as follows: $0.5 million, $0.4 million, $0.4 million and $0.4 million for the fiscal year ending *March 31, 2027,**2028,* *2029* and thereafter, respectively.\n\n \n\nOn a quarterly basis, the Company records the greater of the cumulative actual content acquisition costs incurred or the cumulative minimum guarantee based on forecasted usage for the minimum guarantee period. The minimum guarantee period of time is the period that the minimum guarantee relates to, as specified in each agreement, which *may*be annual or a longer period. The cumulative minimum guarantee, based on forecasted usage, considers factors such as listening hours, revenue, paid users, and other terms of each agreement that impact the Company’s expected attainment or recoupment of the minimum guarantees based on the relative attribution method.\n\n \n\nSeveral of the Company’s content acquisition agreements also include provisions related to the royalty payments and structures of those agreements relative to other content licensing arrangements, which, if triggered, could cause the Company’s payments under those agreements to escalate, which included payments to be made in common stock. In addition, record labels, publishers and performing rights organizations with whom the Company has entered into direct license agreements have the right to audit the Company’s content acquisition payments, and any such audit could result in disputes over whether the Company has paid the proper content acquisition costs. However, as of *March 31, 2026*, 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.\n\n \n\nOn *August 4, 2022,*the Company entered into a settlement agreement with a certain music partner attributed to past royalties owed. The Company issued 800,000 shares of its common stock to the music partner and settled $0.4 million of accounts payable with the remaining value of the shares attributed to prepayment for future 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. As the agreement was *not* terminated by the music partner after *one* year, the Company issued to the music partner an additional 200,000 shares of its common stock as prepayment of future royalties during the fiscal year ended *March 31, 2024 (*\"Fiscal *2024\"*).\n\n \n\nOn *January 15, 2025,*PodcastOne entered into a *three*-year Enterprise Service and Advertising Agreement (the “Agreement”) with *ART19* LLC (*“ART19”*), a subsidiary of Amazon.com, Inc. to move the existing network of PodcastOne programming to the *ART19* hosting platform. The Agreement is expected to drive additional monetization opportunities across PodcastOne’s vast library of popular podcasts. Pursuant to the Agreement *ART19* is required to pay PodcastOne a minimum guarantee of $15.0 million over the term of the Agreement based on PodcastOne achieving certain minimum impressions amount, which guarantee is subject to adjustment as provided in the Agreement, including if PodcastOne achieves higher minimum impressions amounts. In addition, the Agreement provides for a revenue share split between PodcastOne and *ART19* based on gross sales revenue achieved by PodcastOne under the Agreement. During the year ended *March 31, 2026*and *2025,* the Company recognized $2.4 million and $5.6 million in revenue associated with the minimum guarantee, respectively.\n\n \n\n \n\nF-\n*32*\n\n[Table of Contents](#toc)\n\n \n\n*Employment Arrangements*\n\n \n\nAs of *March 31, 2026*, 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. Furthermore, such employment agreement and employment arrangement contains a severance clause that could require severance payments in the aggregate amount of $0.3 million (excluding the value of potential payouts of discretionary bonuses, pro-rata bonuses, and potential accelerated vesting of equity awards granted to such executive officer).\n\n \n\nOn *June 27, 2025 *and effective as of *June 1, 2025 (*the “Effective Date”), PodcastOne entered into a new employment agreement with Kit Gray, PodcastOne’s current President (the “Gray Employment Agreement”). The term of the Gray Employment Agreement is for *two* years from the Effective Date at an annual salary of $375,000. Mr. Gray is eligible to earn a discretionary annual performance bonus for each whole or partial fiscal year of his employment period with PodcastOne in accordance with PodcastOne’s annual bonus plan applicable to PodcastOne’s executive officers. Mr. Gray’s “target” performance bonus shall be *100%* of his average annualized base salary during the fiscal year for which the performance bonus is earned. Pursuant to the Gray Employment Agreement, Mr. Gray was granted 700,000 restricted stock units of PodcastOne, and 150,000 restricted stock units of the Company.\n\n \n\nOn *June 27, 2025 *and effective as of the Effective Date, PodcastOne entered into a new employment agreement with Sue McNamara, PodcastOne’s current Chief Revenue Officer (the “McNamara Employment Agreement”). The term of the McNamara Employment Agreement is for *two* years from the Effective Date at an annual salary of $325,000. Ms. McNamara is eligible to earn a discretionary annual performance bonus for each whole or partial fiscal year of her employment period with PodcastOne in accordance with the PodcastOne’s annual bonus plan applicable to the PodcastOne’s executive officers. Ms. McNamara’s “target” performance bonus shall be *100%* of her average annualized base salary during the fiscal year for which the performance bonus is earned. Pursuant to the McNamara Employment Agreement, Ms. McNamara was granted 150,000 restricted stock units of PodcastOne and 25,000 restricted stock units of the Company.\n\n \n\nThe Company’s CEO agreed to forgive his salary of $0.5 million per annum for the period from *August 2021*until *December 31, 2022*in exchange for shares of the Company’s common stock and/or restricted stock units to be issued in the future. As of *March 31, 2026, *the Company’s board of directors has *not* yet determined the number of shares of the Company’s common stock and/or restricted stock units to be issued to the CEO as such compensation.\n\n \n\n*Legal Proceedings* \n\n \n\nDuring each of the years ended *March 31, 2026*and *2025*, 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.\n\n \n\nOn *June 6, 2025, *Sony Music Entertainment (“Sony”) filed a complaint in the U.S. District Court for the Southern District of New York against Slacker and the Company alleging breach of contract and claiming that Slacker owes $2.6 million in unpaid licensing fees to Sony. As a result of LiveOne’s guarantee of up to $250,000 of Slacker’s payments to Sony, Sony’s claim against the Company is in the amount of $250,000. The Company and Slacker are evaluating this claim, have engaged counsel and intend to vigorously defend themselves in this matter.\n\n \n\nIn *April 2021,*Schuyler Hoversten, a former employee of the Company, filed a complaint in the Superior Court of the State of California, County of Los Angeles (Central) against each of the Company and Mr. Ellin. The plaintiff alleged claims for breach of oral contract, breach of implied covenant of good faith and fair dealing, breach of implied contract, intentional misrepresentation, negligent misrepresentation, promissory estoppel and nonpayment of wages. Plaintiff was seeking monetary damages and punitive and exemplary damages in an amount to be proven at trial and or constitutionally permissible, as well as interest and reasonable attorneys’ fees. On *October 8, 2025,*after a conclusion of the jury trial in this matter, the court issued an order based on the jury’s verdict awarding the plaintiff a total of approximately $1.3 million as monetary damages, including approximately $0.5 million of prejudgment interest. The Company is challenging the award of all or some of the pre-judgement interest, and has also appealed the verdict in this matter and believes that it has strong grounds to prevail in this matter on appeal and/or seek a settlement of this matter for a reduced amount of damages.\n\n \n\nF-\n*33*\n\n[Table of Contents](#toc)\n\n \n\nFrom 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. In the opinion of management, after consultation with legal counsel, such routine claims and lawsuits are *not* significant and we do *not* currently expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity.\n\n \n\n \n\n**Note 16 **—**Employee Benefit Plan**\n\n \n\nThe 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. The Company *may*make discretionary matching contributions to the *401*(k) Plan on behalf of its employees up to a maximum of 100% of the participant’s elective deferral up to a maximum of 5% of the employees’ annual compensation. The Company provided a contribution of $0.2 million and $0.2 million, to its employees for the years ended *March 31, 2026*and *2025*, respectively.\n\n    \n\n \n\n**Note 17 **—**Stockholders**’**Equity** \n\n \n\n*Authorized Common Stock and Authority to Issue Preferred Stock*\n\n \n\nThe 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”).\n\n \n\nThe Company *may*issue shares of preferred stock from time to time in *one* or more series, each of which will have such distinctive designation or title as shall be determined by the Company’s board of directors and will have such voting powers, full or limited, or *no* voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such class or series of preferred stock as *may*be adopted from time to time by the Company’s board of directors.  The Company’s board of directors will have the power to increase or decrease the number of shares of preferred stock of any series after the issuance of shares of that series, but *not* below the number of shares of such series then outstanding.  In case the number of shares of any series shall be decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock.\n\n \n\nIt is *not* possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until and unless the Company’s board of directors determines the specific rights of the holders of the preferred stock; however, these effects *may*include: restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control of the Company without further action by the stockholders.\n\n \n\n*Reverse Stock Split*\n\n \n\nEffective *September 26, 2025,*the Company effected the “Reverse Stock Split. As a result of the Reverse Stock Split, every 10 shares of the Company's issued and outstanding pre- Reverse Stock Split shares of common stock, were combined into *one* share of Common Stock. Stockholders who otherwise were entitled to receive fractional shares of common stock received cash (without interest) in lieu of any fractional shares. In connection with the Reverse Stock Split, there was *no* change in the par value per share of common stock of $0.001. As a result of the Reverse Stock Split, equitable adjustments corresponding to the Reverse Stock Split ratio were made to the Company’s outstanding warrants and its other convertible instruments and upon the exercise or vesting of all stock options such that every 10 shares of common stock that *may*be issued upon the exercise of the Company's warrants and stock options and conversion of its other convertible instruments held immediately prior to the Reverse Stock Split represent *one* share of common stock that *may*be issued upon exercise of such warrants and stock options and conversion of the other convertible instruments immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of common stock attributable to the Company's warrants and stock options and the conversion price of its other convertible instruments immediately prior to the Reverse Stock Split was proportionately increased by a multiple of 10 following the Reverse Stock Split.   \n\n \n\nAll common stock share and per share data, and exercise price data for applicable common stock equivalents, included in this Annual Report, including these financial statements, have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated. \n\n \n\n*Stock Repurchase Program*\n\n \n\nThe Company's board of directors has authorized the repurchase up to approximately $12 million worth of shares of the Company's outstanding common stock and/or shares of outstanding PodcastOne common stock from time to time, subject to any applicable approvals and consents. The timing, price, and quantity of purchases under the program will be at the discretion of our management and will depend upon a variety of factors including share price, general and business market conditions, compliance with applicable laws and regulations, corporate and regulatory requirements, and alternative uses of capital. The program *may*be expanded, suspended, or discontinued by our board of directors at any time. Although our board of directors has authorized this stock repurchase program, there is *no* guarantee as to the exact number of shares, if any, that will be repurchased by us, and we *may*discontinue purchases at any time that management determines additional purchases are *not* warranted. We cannot guarantee that the program will be consummated, fully or all, or that it will enhance long-term stockholder value. The program could affect the trading price of our common stock and increase volatility, and any announcement of a termination of this program *may*result in a decrease in the trading price of our common stock. In addition, this program could diminish our cash reserves. The Company purchased 93,807 and 55,824 shares of its common stock under the stock repurchase program for the year ended *March 31, 2026*and *2025*, respectively, for a total of $0.6 million and $1.0 million, respectively. As of *March 31, 2026,*the Company has up to $5.5 million remaining under the stock repurchase program to repurchase shares of its and/or PodcastOne’s outstanding common stock under the stock repurchase program.\n\n \n\nF-\n*34*\n\n[Table of Contents](#toc)\n\n \n\n*Series A Preferred Stock*\n\n \n\nThe 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 $21.00 per share of common stock, bears a dividend of 12% per annum, is perpetual and has *no* maturity date. At the option of the Company, the dividend was to be paid in-kind until *February 3, 2024,*and thereafter, the Holders had the option to select whether subsequent dividend payments shall be paid in kind or in cash; provided, that as long as any Series A Preferred Stock is held by the Harvest Funds (as defined below), Trinad Capital shall receive the dividend solely in kind. The Series A Preferred Stock shall have *no* voting rights, except as set forth in the Certificate of Designation or as otherwise required by law.\n\n \n\nThe Company *may,*at its option (the “Optional Redemption Right”), on or before the Redemption Date (as defined herein), purchase up to $5,000,000 in aggregate of the then outstanding shares of Series A Preferred Stock held by the Harvest Funds at a cash redemption price per share of Series A Preferred Stock equal to the Stated Value (the “Redemption Price”). The Company is required on or before *August 3, 2024 (*the \"Redemption Date”), and in any event if prior to the Redemption Date the Company consummated any financing transaction in which the Company, directly or indirectly, raised, in aggregate, gross proceeds of more than $20,000,000 of new capital, to purchase $5,000,000 in aggregate of the then outstanding shares of Series A Preferred Stock held by the Harvest Funds (the “Mandatory Redemption Amount”) at the Redemption Price (the “Mandatory Redemption”). If the Optional Redemption Right is exercised up to the full $5,000,000 amount, the Mandatory Redemption requirement was to be terminated; provided, that if the Optional Redemption Right is exercised in any amount less than $5,000,000, the Mandatory Redemption Amount was to be reduced by the amount that the Optional Redemption Right has been elected and exercised. Without the prior express consent of the majority of the votes entitled to be cast by the holders of Series A Preferred Stock outstanding at the time of such vote (the “Majority Holders”), the Company shall *not* authorize or issue any additional or other shares of its capital stock that are (i) of senior rank to the Series A Preferred Stock or (ii) of pari passu rank to the Series A Preferred Stock, in each case in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation. Pursuant to the Letter Agreements (as defined below), the Harvest Funds agreed (*x*) that any future dividends payable on the Series A Preferred Stock shall be paid in-kind or in cash at the option of the Company; provided, that as long as any Series A Preferred Stock is held by the Harvest Funds, Trinad Capital shall receive the dividend solely in kind, (y) to delete the Mandatory Redemption requirement.\n\n \n\nPursuant 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 $21.00 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. Any breach of the aforementioned covenants shall constitute a material breach, which if uncured, shall result in the issuance of an aggregate of 5,647 shares of the Company’s restricted common stock (the “Default Shares”) to the Holders for each *five* trading days (or pro rata thereof) after the date of the breach; provided, that if such breach is cured within the applicable cure period, *no* Default Shares shall be issued.\n\n \n\nIn accordance with ASC *480,* the Company classified $5.0 million of its Series A Preferred Stock as temporary equity due to the Company’s obligation to redeem $5.0 million of the Series A Preferred Stock on or before *18* months after issuance for cash, which also contains a substantive conversion feature. The redemption feature was *not* deemed to be closely and clearly related to the equity-type host instrument. Accordingly, it was accounted for as a liability at inception based on its fair value of $0.2 million with subsequent changes in fair value included in earnings. 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.\n\n \n\nIn accordance with ASC *480,* the Company classified $16.2 million of the Series A Preferred Stock as permanent equity in the financial statements as it was *not* subject to mandatory redemption at the option of the holder. The Company concluded that the Series A Preferred Stock is more akin to an equity-type instrument than a debt-type instrument, therefore the conversion features associated with the Series A preferred stock classified as permanent equity were deemed to be clearly and closely related to the host instrument and *not* a derivative under ASC *815.* Accordingly, the Series A Preferred Stock was *not* accreted to the redemption amount in effect on the balance sheet date.\n\n \n\nOn the Effective Date, the Company entered into Letter Agreements (collectively, the “Agreements”) with (i) Harvest Small Cap Partners Master, Ltd. (“HSCPM”), (ii) Harvest Small Cap Partners, L.P. (“HSCP” and together with HSCPM, the “Harvest Funds”), and (iii) Trinad Capital Master Fund Ltd., a fund controlled by Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder (“Trinad Capital” and collectively with the Harvest Funds, the “Holders”), the holders of the Company’s Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), with a stated value of $1,000 per share. 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 $21.00 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 $21.00 per share (collectively, the “Warrants”). The Company accounted for the redemption of the Series A Preferred Stock as a Redemption and extinguished $5.0 million of mezzanine equity and $6.4 million of permanent equity. In addition, the Company recorded the fair value of the common stock issued in the amount of $10.0 million and the fair value of the common stock warrants of $1.6 million to equity in accordance with ASC *260,* Earnings Per Share. The derivative associated with the mezzanine equity was extinguished and a gain was recognized for the year ended *March 31, 2025 *in the amount of $0.6 million. The difference between the carrying value of the Series A Preferred Stock extinguished, and the fair value of the common stock and common stock warrants issued was recorded as a deemed dividend in the amount of $0.3 million. In addition, pursuant to the Agreements, the Harvest Funds agreed (*x*) that any future dividends payable on the Series A Preferred Stock shall be paid in-kind or in cash at the option of the Company; provided, that as long as any Series A Preferred Stock is held by the Harvest Funds, Trinad Capital shall receive the dividend solely in kind, (y) to remove the Mandatory Redemption.\n\n \n\nIn accordance with ASC *480,* the Company classified $16.2 million of the Series A Preferred Stock as permanent equity in the financial statements as it was *not* subject to mandatory redemption at the option of the holder. The Company concluded that the Series A Preferred Stock is more akin to an equity-type instrument than a debt-type instrument, therefore the conversion features associated with the Series A preferred stock classified as permanent equity were deemed to be clearly and closely related to the host instrument and *not* a derivative under ASC *815.* Accordingly, the Series A Preferred Stock was *not* accreted to the redemption amount in effect on the balance sheet date.\n\n \n\nEach 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. During the year ended *March 31, 2026 *and *2025,* the Company issued 1,186 and 1,583 shares of its Series A Preferred Stock as a dividend in accordance with terms of the Certificate of Designation. As of *March 31, 2026, *there were 8,438 shares of Series A Preferred Stock issued and outstanding, and 401,813 shares of the Company’s common stock were underlying such shares of Series A Preferred Stock as of such date based on its conversion price.\n\n \n\nF-\n*35*\n\n[Table of Contents](#toc)\n\n \n\n*Preferred Stock Exchange*\n\n \n\nOn *July 15, 2025,*the Company entered into letter agreements (collectively, the “Agreements”) with the Harvest Funds and Trinad Capital Master Fund Ltd., a fund controlled by Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder (“Trinad Capital” and collectively with the Harvest Funds, the “Holders”), the holders of the Company’s Series A Preferred Stock, which has a stated value of $1,000 per share. Pursuant to the Agreements (i) the Harvest Funds exchanged $4,500,000 worth of its shares of Series A Preferred Stock into 300,000 shares of the Company’s common stock, at a price of $15.00 per share, and Trinad Capital exchanged $2,250,000 worth of shares of its Series A Preferred Stock into 150,000 shares of the Company’s common stock at the same price (collectively, the \"Shares\"), and (ii) the Harvest Funds and Trinad Capital received 300,000 and 150,000 three-year warrants to purchase the Company’s common stock exercisable at a price of $0.10 per share (collectively, the \"Warrants\").\n\n \n\nThe Company further agreed, on or prior to the date that is *45* days after the Effective Date, to prepare and file with the SEC a Registration Statement on Form S-*3* (or such other form as applicable) covering the resale under the Securities Act of the Shares, the Warrants and the Warrant Shares. The Company agreed to use its commercially reasonable best efforts to cause such registration statement to be declared effective promptly thereafter on or before *45* days after the filing of such registration statement (or if the SEC issues any comments with respect to such registration statement, on or before *90* days after the filing of such registration statement). Upon effectiveness of such Registration Statement, the Company agreed to use its reasonable best efforts to keep the Registration Statement effective with the SEC for a period equal to *three* years from the Effective Date for the Warrants, and with respect to the Warrant Shares, so long as any Warrants are outstanding, and to supplement, amend and/or re-file such Registration Statement to comply with such effectiveness requirement.\n\n \n\n*Equity Offering*\n\n \n\nOn *July 15, 2025,*the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which the Company issued and sold to the Underwriter 1,360,833 shares (the “Shares”) of the Company’s common stock at an offering price of $7.50 per Share and which included the grant to the Underwriter of an option for the issuance and sales of up to 177,500 additional Shares (the “Option”) to be sold by the Company (the “Offering”). The aggregate gross proceeds to the Company from the Offering was approximately $9.5 million (including the exercise of the Underwriter’s Option), after deducting an underwriting discount of 7% of the price to the public, but before deducting expenses payable by the Company in connection with the Offering. Pursuant to the Underwriting Agreement the Company has also agreed to issue the Underwriter’s common stock purchase warrants to purchase up to 4% of the securities sold in the Offering at an exercise price of $9.375. On *July 16, 2025,*the Underwriter exercised the Option. The Offering, including the Option, closed on *July 17, 2025.*\n\n \n\n*Issuance of Restricted Shares of Common Stock for Services to Consultants and Vendors* \n\n \n\nDuring the year ended *March 31, 2026 *and *2025,* the Company incurred $0.1 million and $0.1 million, respectively, in accounts payable and accrued liabilities for stock earned by its consultants, but *not* yet issued. \n\n \n\n*2016 Equity Incentive Plan*\n\n \n\nThe Company’s board of directors and stockholders approved the Company’s *2016* Equity Incentive Plan, as amended (the *“2016* Plan”) which reserved a total of 1,260,000 shares of the Company’s common stock for issuance. On *September 17, 2020,*the Company's stockholders approved the amendment to the *2016* Plan to increase the number of shares available for issuance under the plan by 500,000 shares increasing the total up to 1,760,000 shares which the Company formally increased on *June 30, 2021.*Incentive awards authorized under the *2016* Plan include, but are *not* limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section *162*(m) of the Internal Revenue Code of *1986,* as amended (the “Code”), and stock appreciation rights. If an incentive award granted under the *2016* Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the Company in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the *2016* Plan. the *2016* Plan expires in *August 2026.*\n\n \n\nThe Company recognized share-based compensation expense of $11.2 million and $7.6 million during the years ended *March 31, 2026*and *2025*, respectively. As of  *March 31, 2026, *unrecognized compensation cost for unvested awards was $0.41million, which is expected to be recognized over a weighted-average service period of 1.09 years. The total tax benefit recognized related to share-based compensation expense was none for the years ended *March 31, 2026*and *2025*.\n\n \n\nThe maximum contractual term for awards is 10 years. As of *March 31, 2026*, there were 232,350 shares of the Company's common stock available for future issuance under the *2016* Plan.\n\n \n\n*PodcastOne 2022 Equity Plan*\n\n \n\nOn *December **15,* *2022,* PodcastOne’s board of directors and the Company as the sole stockholder, through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., approved PodcastOne’s *2022* Equity Incentive Plan (the *“2022* Plan”) which reserved a total of 2,000,000 shares of PodcastOne’s common stock for issuance. On *April 8, 2026,*PodcastOne amended the *2022* Plan to increase the number of shares of its common stock available for issuance under the *2022* Plan by 2,000,000 shares (the “EIP Increase”), which EIP Increase was previously approved by PodcastOne’s board of directors. The EIP Increase is subject to approval of PodcastOne’s stockholders, which PodcastOne anticipates obtaining at its *2026* annual meeting of stockholders. Incentive awards authorized under the *2022* Plan include, but are *not* limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section *162*(m) of the Code and stock appreciation rights. If an incentive award granted under the *2022* Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to PodcastOne in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the *2022* Plan.\n\n \n\n \n\n  \n**Number of**\n \n\n  \n**Shares**\n \n\nVested\n  591,560 \n\nGranted\n  485,967 \n\nVested\n  (795,927)\n\nForfeited or expired\n  (49,250)\n\nVested\n  232,350 \n\nGranted\n  1,381,883 \n\nVested\n  (595,783)\n\nForfeited or expired\n  (75,000)\n\nNonvested as of March 31, 2026\n  943,450 \n\n \n\nAs of *March 31, 2026,*PodcastOne has granted incentive awards underlying 943,450 shares of PodcastOne's common stock under the *2022* Plan with a fair value of $2.10 per share. 1,799,460 of the awards had vested or have been forfeited as of *March 31, 2026.*As of *March 31, 2026,*PodcastOne recognized $6.0 million of stock compensation for vested restricted stock units. Unrecognized compensation costs for unvested PodcastOne restricted stock units issued to employees was $0.9 million, which is expected to be recognized over a weighted-average service period of 1.23 years.\n\n \n\nF-\n*36*\n\n[Table of Contents](#toc)\n\n \n\n*Non-Controlling* *Interest*\n\n \n\nOn *September 8, 2023,*the Company completed its spin out of PodcastOne from the Company with PodcastOne becoming a standalone publicly trading company (the \"Spin-Out\"), as a result of which 4.3 million shares of PodcastOne common stock were issued to holders outside of the Company resulting in a non-controlling interest in PodcastOne of 21.64%. 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. In the Spin-Out, PodcastOne issued an additional 3.2 million shares to non-LVO holders primarily from the conversion of the *PC1* Bridge Loan which resulted in a non-controlling interest of 26.50%, resulting in an increase of $2.5 million to non-controlling interest within the accompanying consolidated statement of stockholders' deficit and mezzanine equity during the year ended *March 31, 2024.*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.*The Company had a non-controlling interest of 29.18% as of *March 31, 2025.*\n\n \n\n*Options Grants to Employees*\n\n \n\nStock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant based on the closing market price of its common stock as reported on The Nasdaq Capital Market. 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.\n\n \n\nAs of *March 31, 2026*, unrecognized compensation costs for unvested awards to employees was none.\n\n \n\nF-\n*37*\n\n[Table of Contents](#toc)\n\n \n\nThe following table summarizes the activity of our options issued under the *2016* Equity Plan to employees during the years ended *March 31, 2026*and *2025*\n\n \n\n   * *** ** \n**Weighted-Average**\n \n\n   * *** ** \n**Exercise Price per**\n \n\n  \n**Number of Shares**\n  \n**Share**\n \n\nOutstanding as of April 1, 2024\n  226,667  $37.30 \n\nGranted\n  -   - \n\nExercised\n  -   - \n\nForfeited or expired\n  (6,500)  38.80 \n\nOutstanding as of March 31, 2025\n  220,167   37.20 \n\nGranted\n  -   - \n\nExercised\n  -   - \n\nForfeited or expired\n  (12,500)  31.41 \n\nOutstanding as of March 31, 2026\n  207,667  $37.52 \n\nExercisable as of March 31, 2026\n  207,667  $37.52 \n\n \n\nThe weighted-average remaining contractual term for options to employees outstanding and options to employees exercisable as of *March 31, 2026* was 2.01 years and 2.01 years, respectively. The intrinsic value of options to employees outstanding and options to employees exercisable was none and none, respectively, at *March 31, 2026*. The intrinsic value of options exercised was none and none, respectively, at *March 31, 2026*and *2025*.\n\n \n\nThe fair value of stock options that were exercised during the year ended *March 31, 2026*and *2025* was immaterial. The fair value of stock options that were forfeited during the year ended *March 31, 2026*and *2025* was $0.4 million and $0.3 million, respectively. The fair value of stock options outstanding and exercisable at *March 31, 2026* was $7.8 million and $7.8 million, respectively. The fair value of stock options outstanding and exercisable at *March 31, 2025* was $8.2 million and $8.2 million, respectively.\n\n \n\n*Options Grants to Non-Employees*\n\n \n\nAs of *March 31, 2026*, 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. \n\n \n\nThe following table summarizes the activity of our options issued to non-employees under the *2016* Equity Plan during the years ended *March 31, 2026*and *2025*:\n\n \n\n   * *** ** \n**Weighted-Average**\n \n\n   * *** ** \n**Exercise Price per**\n \n\n  \n**Number of Shares**\n  \n**Share**\n \n\nOutstanding as of April 1, 2024\n  2,500  $40.00 \n\nGranted\n  -   - \n\nExercised\n  -   - \n\nForfeited or expired\n  -   - \n\nOutstanding as of March 31, 2025\n  2,500   40.00 \n\nGranted\n  -   - \n\nExercised\n  -   - \n\nForfeited or expired\n  -   - \n\nOutstanding as of March 31, 2026\n  2,500  $40.00 \n\nExercisable as of March 31, 2026\n  2,500  $40.00 \n\n \n\nF-\n*38*\n\n[Table of Contents](#toc)\n\n \n\nThe weighted average remaining contractual term for options to non-employees outstanding as of *March 31, 2026* was 1.9 years. The intrinsic value of options to non-employees outstanding and options to non-employees exercisable was none at *March 31, 2026*.\n\n \n\n*Restricted Stock Units Grants*\n\n \n\nAs of *March 31, 2026*, 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 0.97 years.\n\n \n\nThe following table provides information about our restricted stock units grants made to employees during the last *two* fiscal years:\n\n \n\n  \n**Year Ended March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nNumber of units granted\n  182,656   120,639 \n\nWeighted-average grant date fair value per share\n $5.50  $13.70 \n\n \n\nThe following table summarizes the activity of our restricted stock units under the *2016* Equity Plan issued to employees during the years ended *March 31, 2026*and *2025*:\n\n \n\n  \n**Number of Shares**\n \n\nOutstanding as of April 1, 2024\n  184,516 \n\nGranted\n  120,639 \n\nVested\n  (233,294)\n\nCancelled\n  (22,264)\n\nOutstanding as of March 31, 2025\n  49,597 \n\nGranted\n  182,656 \n\nVested\n  (177,780)\n\nCancelled\n  (15,895)\n\nOutstanding as of March 31, 2026\n  38,578 \n\n \n\nThe fair value of restricted stock units that vested during the year ended *March 31, 2026*and *2025* was $1.1 million and $2.3 million, respectively. The fair value of restricted stock units that were forfeited during the year ended *March 31, 2026*and *2025* was $0.2 million and $0.3 million, respectively.\n\n \n\n*Issuance of Common Stock to PodcastOne Service Providers*\n\n \n\nDuring the years ended *March 31, 2026*and *2025* the Company awarded non-employees shares for services provided. The Company record the value of the expense based on the fair value of the common stock at issuance. The common stock issued to the non-employees vest immediately and *may*be repurchased by the Company. At time of issuance the Company records a liability attributed to the services provided. For the years ended *March 31, 2026*and *2025,* the Company incurred $7.5 million and $3.6 million in stock compensation expense. The Company settled $5.4 million of the non-employee shares in cash during the year ended *March 31, 2026.*\n\n  \n\nF-\n*39*\n\n[Table of Contents](#toc)\n\n   \n\n \n\n**Note 18 **—**Income Tax Provision**\n\n \n\nThe 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.\n\n \n\nThe components of pretax loss and income tax expense (benefit) are as follows (in thousands): \n\n \n\n  \n**Year Ended March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nLoss before income taxes:\n        \n\nDomestic\n $(21,223) $(20,555)\n\nForeign\n  -   - \n\nTotal loss before income taxes\n $(21,223) $(20,555)\n\nThe provision for income taxes consisted of the following:\n        \n\nCurrent\n        \n\nU.S. Federal\n $-  $- \n\nState\n  29   95 \n\nForeign\n  -   - \n\nTotal Current\n  29   95 \n\n         \n\nDeferred:\n        \n\nU.S. Federal\n  (1)  (68)\n\nState\n  2   (212)\n\nForeign\n  -   - \n\nTotal Deferred\n  1   (280)\n\nTotal provision (benefit) for income taxes\n $30  $(185)\n\n \n\nF-\n*40*\n\n[Table of Contents](#toc)\n\n \n\nThe differences between income taxes expected at U.S. statutory income tax rates and the income tax provision are as follows (in thousands):\n\n \n\n  \n**Year Ended March 31, 2026**\n \n\n         \n\nIncome taxes computed at Federal statutory rate\n $(4,457)  21.00%\n\nState and local income taxes, net of federal income tax effect (a)\n  336   (1.58)%\n\nValuation allowance\n  3,494   (16.46)%\n\nOther\n  657   (2.82)%\n\nTotal provision for taxes\n $30   0.14%\n\n*(a) State taxes in California make up the majority of the tax effect in this category*\n \n\n         \n\n \n\n  \n**Year Ended**\n \n\n  \n**March 31, 2025**\n \n\n     \n\nIncome taxes computed at Federal statutory rate\n $(4,316)\n\nState tax — net of federal benefit\n  (778)\n\nNondeductible expenses\n  364 \n\nChange in tax rates\n  136 \n\nChange in valuation allowance\n  4,058 \n\nStock compensation\n  374 \n\nOther\n  (23)\n\nTotal provision for income taxes\n $(185)\n\n \n\nAt *March 31, 2026*, the Company had available federal and state net operating loss carryforwards to reduce future taxable income of approximately $168.9 million and $98.8 million, respectively. The federal and state net operating loss carryforwards begin to expire on various dates beginning in *2028.* Of the $168.9 million of federal net operating loss carryforwards, $51.7 million was generated in tax years beginning before *March 31, 2018*and is subject to the *20*-year carryforward period (“pre-Tax Act losses”), the remaining $117.2 million (“post-Tax Act losses”) can be carried forward indefinitely but is subject to the *80%* taxable income limitation.\n\n \n\nDuring the fiscal year ended *March 31, 2024,*LiveOne completed the Spin-Out. As a result of the Spin-Out, PodcastOne ceased to be a member of the LiveOne's federal consolidated tax group and now files a separate federal income tax return.\n\n \n\nOf the $168.9 million of federal net operating losses as of *March 31, 2026,*$14.1 million is attributable to Podcast One and *may*only be used to offset future taxable income of Podcast One on its separate federal tax return.\n\n \n\nThe Company obtained $133.9 million and $1.5 million of federal net operating loss and credit carryforwards, respectively, and $104.2 million and $1.7 million of state net operating loss and credit carryforwards, respectively, through the acquisition of Slacker, Inc. in *December 2017.*Utilization of these losses is limited by Section *382* and *383* of the Code in fiscal year end *March 31, 2018*and each taxable year thereafter. The Company updated its *382* study during the year ended *March 31, 2024 *to determine the applicable limitations. 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. It is possible that the utilization of these NOL carryforwards and tax credits *may*be further limited.\n\n \n\nThe Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the federal and state jurisdictions where applicable. There are currently *no* pending income tax examinations. The Company’s tax years for 2018 and forward are subject to examination by the federal tax authorities and tax years for 2017 and forward are subject to examination by California tax authorities due to the carryforward of unutilized net operating losses. \n\n \n\nThe Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of *March 31, 2026*and *2025*, the Company has not accrued interest or penalties related to uncertain tax positions.\n\n \n\nF-\n*41*\n\n[Table of Contents](#toc)\n\n \n\nSignificant components of the Company’s deferred income tax assets and (liabilities) are as follows as of (in thousands):\n\n \n\n  \n**Year Ended March 31,**\n \n\n  \n**2026**\n  \n**2025**\n \n\nDeferred tax assets:\n        \n\nNet operating loss carryforwards\n $42,160  $37,055 \n\nResearch and development\n  1,105   1,519 \n\nAccruals and reserves\n  3,073   2,551 \n\nStock compensation\n  3,246   3,448 \n\n163 (j) interest expense carryforwards\n  775   795 \n\nCharitable contribution carryforward\n  5   - \n\nUnrealized losses\n  533   - \n\nOther\n  9   13 \n\nGross deferred tax assets\n  50,906   45,381 \n\n         \n\nDeferred tax liabilities:\n        \n\nRight of use asset\n  (59)  (26)\n\nProperty and equipment\n  (735)  68 \n\nIntangible assets\n  450   359 \n\nNet deferred tax assets\n  50,562   45,782 \n\nValuation allowance\n  (50,623)  (45,842)\n\nNet deferred tax liability\n $(61) $(60)\n\n \n\nAs the ultimate realization of the potential benefits of a portion of the Company’s deferred tax assets is considered unlikely by management, the Company has offset the deferred tax assets attributable to those potential benefits through valuation allowances. 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 $50.6 million and $45.8 million for the years ended *March 31, 2026*and *2025*, respectively. The valuation allowance increased by $4.8 million for the year ended *March 31, 2026*.\n\n \n\nOn *July 4, 2025,*the One Big Beautiful Bill Act (\"OBBBA\") was enacted. The OBBBA makes significant tax law changes and modifications, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions, including allowing accelerated tax deductions for qualified property and equipment expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in *2025* and others implemented through *2027.* \n\n    \n\n \n\n**Note 19 **—**Business Segments and Geographic Reporting**\n\n \n\nThe Company determined its operating segments in accordance with ASC *280,* “Segment Reporting” (“ASC *280”*).\n\n \n\nBeginning in the *second* quarter of Fiscal *2024,* management has determined that the Company has three operating segments (PodcastOne, Slacker and Media Group). The Audio Group consist of the Company's PodcastOne and Slacker subsidiaries and the Media Group consist of the Company's remaining subsidiaries. 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. The CODM reviews operating segment performance exclusive of share-based compensation expense, amortization of intangible assets, depreciation, and other expenses (including legal fees, expenses, and accruals) related to acquisitions, associated integration activities, and certain other non-cash charges. \n\n \n\nThe Company’s *three* operating segments are also consistent with its internal organizational structure, which is the way the Company assesses operating performance and allocates resources.\n\n \n\n*Customers*\n\n \n\nThe Company had *one* external customer that accounts for more than *10%* of its revenue and accounts receivable during the year ended *March 31, 2025.*Such original equipment manufacturer (the “OEM”) provides premium Slacker service in its new vehicles. Total revenues from the OEM were $5.6 million and $51.6 million for the years ended *March 31, 2026*and *2025*, respectively. Total receivables from the OEM were less than 10% and 10% of total accounts receivable as of *March 31, 2026*and *2025*, respectively. \n\n \n\nF-\n*42*\n\n[Table of Contents](#toc)\n\n \n\n*Segment and Geographic Information*\n\n \n\nThe Company’s operations are based in the United States. All material revenues of the Company are derived from the United States. All long-lived assets of the Company are located in the United States, of which $0.1 million resides in PodcastOne, $3.3 million in Slacker and $0.1 million is attributed to our Media Group. \n\n \n\nThe Company manages its working capital on a consolidated basis. Accordingly, segment assets are *not* reported to, or used by, our management to allocate resources to or assess performance of our segments, and therefore, total segment assets and related depreciation and amortization have *not* been presented.\n\n \n\nThe following table presents the results of operations for the Company's reportable segments for the years ended *March 31, 2026*and *2025*: \n\n \n\n  \n**Year Ended**\n \n\n  \n**March 31, 2026**\n \n\n  \n**PodcastOne**\n  \n**Slacker**\n  \n**Media**\n  \n**Corporate expenses**\n  \n**Total**\n \n\n                     \n\nRevenue\n $61,671  $11,830  $3,643  $-  $77,144 \n\nNet loss\n $(2,644) $(3,063) $(3,787) $(11,759) $(21,253)\n\n \n\n \n\n  \n**Year Ended**\n \n\n  \n**March 31, 2025**\n \n\n  \n**PodcastOne**\n  \n**Slacker**\n  \n**Media**\n  \n**Corporate expenses**\n  \n**Total**\n \n\n                     \n\nRevenue\n $52,119  $56,787  $5,499  $-  $114,405 \n\nNet income (loss)\n $(6,458) $3,570  $(8,166) $(9,316) $(20,370)\n\n \n\nF-\n*43*\n\n[Table of Contents](#toc)\n\n   \n\n \n\n**Note 20 **—**Subsequent Events**\n\n \n\nOn *April 8, 2026,*PodcastOne amended its *2022* Plan to increase the number of shares of its common stock available for issuance under the *2022* Plan by 2,000,000 shares, which increase was previously approved by PodcastOne’s board of directors. Such increase is subject to approval of PodcastOne’s stockholders, which PodcastOne anticipates obtaining at its *2026* annual meeting of stockholders.\n\n \n\nAs of the date of this Annual Report, holders of 1,317,331 *PC1* Warrants (other than the Company) exercised their warrants for cash at an exercise price of $3.00 per share resulting in proceeds to PodcastOne of approximately $3.95 million. We also exercised all of our 1.1 million *PC1* Warrants.\n\n \n\n \n\nF-\n*44*\n\n[Table of Contents](#toc)"}