UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On October 29, 2026 (the “Effective Date”), PodcastOne, Inc. (the “Company”), LiveOne, Inc., the Company’s majority parent (“LiveOne”), and certain of the Company’s and LiveOne’s subsidiaries party to the Subsidiary Guarantee (as defined below) entered into a Forbearance Agreement and Amendment to Debentures (the “Agreement”) with JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd., JGB Orpington, LLC and Chicago Atlantic Adams, LLC (collectively, the “Lend Holders ers”), the holders of LiveOne’s 11.75% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) issued to the Holders on May 19, 2025, and JGB Collateral, LLC as agent for the Holders (the “Agent” and, together with the Holders, the “Lender Parties”). As previously reported, the Company, LiveOne and the Holders entered into the Securities Purchase Agreement, dated as of May 19, 2025 (as amended, the “Purchase Agreement”), pursuant to which LiveOne issued the Debentures to the Holders. The obligations of LiveOne under the Debentures and the other Transaction Documents (as defined in the Purchase Agreement) are guaranteed by the Company and the other Guarantors (as defined in the Agreement) pursuant to the Subsidiary Guarantee, dated as of May 19, 2025 (the “Subsidiary Guarantee”), and secured by the Collateral pursuant to the Security Agreement, dated as of May 19, 2025 (the “Security Agreement”), entered into among the Company, LiveOne and the other Guarantors, the Holders and the Agent, and certain other security documents entered into in connection with the Security Agreement.
Pursuant to the Agreement, the parties, among other things, agreed that: (i) during the Forbearance Period (as defined below) the Lender Parties shall forbear from exercising their rights and remedies under the Transaction Documents (as defined in the Purchase Agreement) and applicable law solely in respect of any Event of Default (as defined in the Debentures) that may have occurred and/or continued under Section 7(a)(iii) of each Debenture prior to the Effective Date; (ii) the Agent shall retain approximately $5,246,000 (the “Transferred Funds”) that was transferred from the Loan Parties to the Agent prior to the Effective Date as repayment of the outstanding principal and other amounts due under the Debentures and the other Obligations (as defined in the Security Agreement (as defined below)); (iii) on or before the date that is 30 days after the Effective Date, LiveOne shall pay to the Agent, for the account of the Holders, $1,000,000 in immediately available funds (the “Initial Payment”), which shall be applied towards the repayment of the outstanding principal and other amounts due under the Debentures and the other Obligations; (iv) on or before the date that is 60 days after the Effective Date, LiveOne shall pay to the Agent, for the account of the Holders, $1,250,000 in immediately available funds (the “Additional Payment”), which shall be applied towards the repayment of the outstanding principal amount and other amounts due under the Debentures and the other Obligations; (v) the Holder Redemption Right (as defined in the Debentures) for the calendar month of October 2026 is waived, and the portion of the Monthly Allowance as defined in the Debentures) for October 2026 that has not been redeemed shall remain outstanding as principal and be payable on the maturity date of the Debentures (the “Maturity Date”) (or earlier in accordance with the Debentures), (vi) the Holder Redemption Amount (as defined in the Debentures) for the calendar month of November 2026 (equal to the Monthly Allowance for such month) shall be deferred and shall be due and payable on December 15, 2026; (vii) commencing with December 2026, the Holder Redemption Right shall resume in accordance with Section 4(a) of each Debenture, with the Holder Redemption Amount for each calendar month due and payable no later than the last trading day of such month; and (viii) effective upon the Agent’s receipt of the Initial Payment and/or Additional Payment, plus the Transferred Funds, in an aggregate amount not less than $7,500,000, LiveOne shall no longer be required to maintain any minimum cash balance as currently required in the Debentures. “Forbearance Period” means the period beginning on the Effective Date and ending on the earliest of (i) the date on which a Forbearance Termination Event (as defined in the Agreement) occurs and (ii) payment in full of the Obligations.
As a fee for the Lender Parties’ agreements contained in the Agreement, the Company issued to the Holders an aggregate of 275,000 shares of the Company’s common stock in a private placement (the “Shares”). In addition, LiveOne and the Holders agreed to modify the Debentures such that upon the earlier of the Maturity Date or the consummation of any Company Sale (as defined below), LiveOne shall pay to the Holders a one-time fee in cash (the “Exit Fee”) equal to the greater of (x) $1,000,000 and (y) 1.5% of the amount, if any, by which the Company Sale Proceeds (as defined in the Agreement) exceed $50,000,000. “Company Sale” means (a) any sale, transfer or other disposition, directly or indirectly, of all or any portion of the equity interests of the Company held by LiveOne or any subsidiary of LiveOne in connection with a Change of Control Transaction (as defined in the Debentures) of the Company, (b) any merger, consolidation or other transaction resulting in a Change of Control Transaction or Specified Carve-Out (as defined in the Debentures) with respect to the Company, or (c) any disposition of all or a material portion of the assets of the Company. If no Company Sale has been consummated by the Maturity Date, then LiveOne shall be required to pay an aggregate of $1,000,000 to the Holders.
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LiveOne also agreed to cause the Company to file a registration statement (the “Registration Statement”) to register the resale of the Shares within 30 days of the Effective Date and to obtain effectiveness of the Registration Statement within 60 days following the Effective Date (in the event that the Registration Statement is subject to a review by the SEC). If the Registration Statement is not filed with the SEC on or prior to the filing deadline or the Registration Statement is not declared effective by the SEC on or before the effectiveness deadline (other than as a result of the SEC not operating in the ordinary course of business for any reason), LiveOne will make a one-time payment to the Holders, as liquidated damages and not as a penalty, in an aggregate amount equal to 2% of the aggregate then outstanding principal amount of the Debentures for each 30-day period (or pro rated portion thereof) that such Registration Statement is not so filed or declared effective, as applicable, subject to a maximum of 4%. Such payments shall be made to the Holders in cash no later than 15 business days after the filing deadline, the effectiveness deadline or 30-day anniversary thereof, as applicable.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the of the Agreement which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference in this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above is incorporated by reference in this Item 3.02 in its entirety. The Company issued the Shares to the Holders in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder. The Company relied on this exemption from registration for private placements based in part on the representations made by the Holders, including representations with respect to each Hoder’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Holder’s investment intent.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PODCASTONE, INC. | ||
| Dated: November 4, 2026 | By: | /s/ Robert Ellin |
| Name: | Robert Ellin | |
| Title: | Executive Chairman | |
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