Core Points - LiveOne has regained compliance with Nasdaq Listing Rule 5550(a)(2), indicating the company has maintained the required minimum bid price for the necessary number of consecutive business days [1][4] - The company views this compliance as a significant milestone that reflects its commitment to delivering shareholder value and aims to attract a broader base of institutional investors [2][4] Company Overview - LiveOne is headquartered in Los Angeles, CA, and operates as a creator-first music, entertainment, and technology platform, focusing on premium experiences and content through memberships and live/virtual events [2] - The company's subsidiaries include Slacker, PodcastOne, PPVOne, Custom Personalization Solutions, LiveXLive, DayOne Music Publishing, Drumify, and Splitmind [2] Financial Position - LiveOne's stock now meets all Nasdaq listing requirements, reaffirming its financial and operational stability [4] - The company continues to execute its buyback program, with $5.5 million remaining [4] - LiveOne is well-positioned to attract institutional investors and increase market liquidity [4]

Core Insights - LiveOne is collaborating with LightUpMBC for a global livestream event on October 13, 2025, to benefit METAvivor Research and Support, Inc., focusing on metastatic breast cancer awareness and research funding [1][2][3] Group 1: Event Details - The LightUpMBC Live event will feature performances by Broadway stars and other artists, including Ann Hampton Callaway, Bootsy Collins, and Em Beihold [1][5] - The event will illuminate 270 landmarks across all 50 U.S. states and internationally, symbolizing hope and remembrance for those affected by metastatic breast cancer [2][3] Group 2: Company Performance - LiveOne has achieved significant streaming milestones, reaching over 200 million viewers and generating over $27.5 million in streaming revenue with an EBITDA of $4.5 million [1] - The company operates a creator-first music and entertainment platform, providing premium experiences through memberships and live events [4]

Core Insights - LiveOne has announced its continued partnership with BKFC Ice Wars to present "BKFC Ice Wars 3: Bare Knuckle Brawls" [2][4] - The event will take place on October 10, 2025, featuring 10 bouts and streamed live from Amerant Bank Arena in Florida [3][4] - This event marks the first legally sanctioned bare-knuckle fights on ice in Florida and globally [3][4] Company Overview - LiveOne is a creator-first music, entertainment, and technology platform headquartered in Los Angeles, CA, focused on delivering premium experiences through memberships and live events [7] - The company operates several subsidiaries, including Slacker and PodcastOne, and is available on multiple platforms such as iOS, Android, and Roku [7] Industry Context - BKFC Ice Wars combines combat sports and ice hockey, creating a unique spectacle that has gained global attention [5] - The event is seen as a cultural moment, pushing the boundaries of combat sports with the inclusion of the first women's bare-knuckle bout on ice [4][6] - BKFC Ice Wars has evolved from an ambitious idea into a global phenomenon, showcasing athletes' skills to millions of fans [4]

Core Insights - PodcastOne announced preliminary financial results for Q2 Fiscal 2026, highlighting significant growth in revenue and adjusted EBITDA [1][5] - The company reported over $14.5 million in revenue, representing a 19% year-over-year increase, and adjusted EBITDA exceeding $1 million, a 348% increase year-over-year [5] Financial Performance - Revenue for Q2 Fiscal 2026 reached $14.5 million, marking a 19% increase compared to the previous year [5] - Adjusted EBITDA was reported at over $1 million, reflecting a substantial 348% increase year-over-year [5] - PodcastOne maintained a 9 ranking on Podtrac's Top 10 Publishers rankings for nine consecutive months [5] Company Overview - PodcastOne is a leading podcast platform with over 3.9 billion total downloads and a community of 200 top podcasters [3] - The company has a distribution network that generates over 1 billion monthly impressions across various channels, including YouTube, Spotify, and Apple Podcasts [3] - PodcastOne also offers customizable production packages through its subsidiary, PodcastOne Pro [3]

Core Viewpoint - LiveOne is committed to enhancing stockholder value through strategic initiatives, financial restructuring, and growth opportunities in the music and entertainment industry [1][2]. Financial Position - LiveOne has over $18 million in cash, including $5 million in Bitcoin, which provides a solid foundation for future growth and investment [5]. - The company completed a $10 million common stock equity financing at $7.50 per share, strengthening its balance sheet [8]. - LiveOne reported preliminary Q1 Fiscal 2026 record Adjusted EBITDA of over $1 million, a 348% increase year-over-year, and revenue of over $14.5 million, a 19% increase year-over-year [9]. Recent Key Achievements - Successfully completed a $45 million restructuring initiative, resulting in significant cost savings [2]. - Reduced workforce from over 300 to 95 employees, leveraging AI for efficiency [8]. - Eliminated $14 million in short-term liabilities and repurchased $6.5 million in stock, with $5.5 million remaining in its buyback program [8]. - Acquired 347,000 additional shares of PodcastOne [8]. - Closed six B2B deals generating $50 million in revenue, with 72 potential B2B deals in the pipeline [9]. Strategic Initiatives - LiveOne is exploring strategic options to increase stockholder value, including consolidation, sale, or merger opportunities [9]. - The board approved up to $500 million treasury authorization to expand LiveOne's crypto asset treasury strategy [8]. - The company is expanding its Web3 strategy by tokenizing and monetizing over 10,000 hours of video content on the blockchain [8]. Valuation Opportunity - LiveOne's stock is considered significantly undervalued, trading at approximately 60% of revenues compared to the industry average multiple of 3.3x revenues [13]. - Senior management and board members have committed to purchasing up to $3 million worth of LiveOne shares, reflecting confidence in the company's future prospects [13]. Future Plans - LiveOne recently completed a reverse stock split to maintain its Nasdaq listing and strengthen its market position [12]. - The company intends to continue its aggressive stock buyback program to enhance stockholder value [16]. - LiveOne is increasing live events, with historical events generating significant revenue [16].

Core Insights - LiveOne, Inc. (NASDAQ:LVO) is identified as a fundamentally strong penny stock with a potential upside of nearly 143% despite a 13.33% decline in guidance [1][2] - The company has revised its $12 million stock repurchase program, with senior executives planning to buy up to 5 million shares, indicating confidence in the company's growth trajectory [2] - LiveOne operates through three segments: PodcastOne, Slacker, and Media Group, aiming to be an all-in-one media destination [3] Financial Performance - Analyst Sean McGowan from Roth Capital has reaffirmed a 'Buy' rating on LiveOne, reducing the price target from $1.50 to $1.30 [1] - The company has experienced a 13.33% decline in guidance, yet the analyst remains optimistic about its performance [1] Strategic Initiatives - LiveOne's management highlighted a strategic partnership with a Fortune 500 company that could lead to over 30 million paying subscribers, potentially surpassing a previous deal with Tesla [2] - The stock repurchase program reflects the company's belief that its stock is significantly undervalued, showcasing management's confidence in long-term value [2]

Core Insights - LiveOne has increased its Bitcoin holdings to over $5 million, indicating a strategic focus on digital assets for diversification and long-term growth [1][2] - The company has acquired an additional 347,000 shares of PodcastOne, bringing its total holdings to approximately 2.1 million shares since PodcastOne became public [1][4] Company Strategy - The Chairman and CEO of LiveOne emphasized the importance of Bitcoin in the company's treasury strategy, highlighting a commitment to responsibly expand digital asset holdings while innovating in music, entertainment, and Web3 initiatives [2] - LiveOne aims to implement a $500 million treasury yield strategy and plans to tokenize and monetize over 10,000 hours of video content on the blockchain [4] Company Overview - LiveOne is headquartered in Los Angeles, CA, and operates as a creator-first music, entertainment, and technology platform, offering premium experiences and content through memberships and live/virtual events [2] - The company's subsidiaries include Slacker, PodcastOne, PPVOne, Custom Personalization Solutions, LiveXLive, DayOne Music Publishing, Drumify, and Splitmind, showcasing a diverse portfolio in the entertainment sector [2]

Core Viewpoint - LiveOne has announced an update on its $12 million stock repurchase program, expressing confidence in its growth trajectory and long-term value due to perceived undervaluation of its stock [1]. Company Overview - LiveOne is headquartered in Los Angeles, CA, and operates as a creator-first music, entertainment, and technology platform, offering premium experiences and content globally through memberships and live and virtual events [2]. - The company's subsidiaries include Slacker, PodcastOne, PPVOne, Custom Personalization Solutions, LiveXLive, DayOne Music Publishing, Drumify, and Splitmind [2]. Stock Repurchase Program - The company has repurchased over 5 million shares as part of its stock repurchase program, with $5.9 million remaining in the program [5]. - Senior management and directors, led by Robert Ellin, Chairman and CEO, are set to purchase up to 5 million shares [5].

Core Insights - LiveOne has doubled its Bitcoin treasury holdings to over $4 million, purchasing at an average price of $116,991 per coin, and is collaborating with ARCA to enhance its digital asset yield strategy [1][2] Company Overview - LiveOne, headquartered in Los Angeles, CA, is a music, entertainment, and technology platform focused on delivering premium experiences and content through memberships and live and virtual events [3] - The company's subsidiaries include Slacker, PodcastOne, PPVOne, Custom Personalization Solutions, LiveXLive, DayOne Music Publishing, Drumify, and Splitmind [3] - LiveOne's services are accessible on various platforms including iOS, Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android TV, and STIRR's OTT applications [3] Strategic Initiatives - The strategic investment in Bitcoin reflects the company's confidence in blockchain as a long-term store of value and aligns with its commitment to innovative financial management [2] - The asset tokenization strategy aims to reward shareholders and subscribers, boost engagement, and strengthen the balance sheet [1]

PART I — FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed consolidated financial statements for Q1 FY2026 highlight a **$3.9 million** net loss and working capital deficiency, raising substantial doubt about going concern [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$48.9 million**, total liabilities rose to **$61.0 million** due to a new convertible note, and the stockholders' deficit widened to **$12.1 million** as of June 30, 2025 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | March 31, 2025 | | :--- | :--- | :--- | | Cash and cash equivalents | $11,891 | $4,119 | | Total Current Assets | $22,946 | $15,246 | | Total Assets | $48,940 | $40,517 | | Total Current Liabilities | $33,956 | $36,384 | | Total Liabilities | $61,032 | $48,929 | | Total stockholders' deficit | ($12,092) | ($8,412) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenue significantly decreased to **$19.2 million**, loss from operations widened to **$4.0 million**, and net loss attributable to LiveOne increased to **$3.6 million** for the three months ended June 30, 2025 Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $19,207 | $33,078 | | Cost of sales | $16,825 | $25,087 | | Loss from operations | ($4,034) | ($784) | | Net loss attributed to LiveOne | ($3,593) | ($1,169) | | Net loss per share | ($0.04) | ($0.02) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$3.0 million**, offset by **$11.8 million** provided by financing activities, resulting in a **$7.8 million** net increase in cash for the three months ended June 30, 2025 Cash Flow Summary (in thousands) | Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($3,047) | $1,342 | | Net cash used in investing activities | ($1,020) | ($736) | | Net cash provided by (used in) financing activities | $11,839 | ($1,428) | | Net change in cash, cash equivalents and restricted cash | $7,772 | ($822) | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail a history of losses, **$11.0 million** working capital deficiency, and **$3.9 million** net loss, raising going concern doubts, along with revenue disaggregation and financing activities - The company has a history of losses, incurred a net loss of **$3.9 million** for the quarter, used **$3.0 million** in cash from operating activities, and had a working capital deficiency of **$11.0 million**. These factors raise substantial doubt about its ability to continue as a going concern[25](index=25&type=chunk) Revenue by Type (in thousands) | Revenue Type | Q1 FY2026 | Q1 FY2025 | | :--- | :--- | :--- | | Membership Services | $3,325 | $18,850 | | Advertising | $15,093 | $13,074 | | Merchandising | $789 | $1,154 | | **Total Revenue** | **$19,207** | **$33,078** | - In May 2025, the company sold Original Issue Discount Senior Secured Convertible Debentures in an aggregate principal amount of **$16,775,000** for a cash purchase price of **$15,250,000**. The debentures mature in May 2028 and accrue interest at **11.75%** per year[78](index=78&type=chunk) - Subsequent to the quarter end, on July 17, 2025, the company closed an equity offering with aggregate gross proceeds of approximately **$9.5 million**. The proceeds are intended to fund the acquisition of cryptocurrencies as part of a new treasury strategy[136](index=136&type=chunk)[137](index=137&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, significant revenue decline from OEM changes, user conversion efforts, and the new cryptocurrency treasury strategy, acknowledging going concern doubts [Consolidated Results of Operations](index=41&type=section&id=Consolidated%20Results%20of%20Operations) Total revenue decreased by **42%** to **$19.2 million**, driven by an **82%** drop in membership revenue, partially offset by a **15%** increase in advertising revenue, resulting in a widened net loss of **$3.9 million** Revenue Comparison (in thousands) | Revenue Stream | Q1 FY2026 | Q1 FY2025 | % Change | | :--- | :--- | :--- | :--- | | Membership services | $3,325 | $18,850 | -82% | | Advertising | $15,093 | $13,074 | 15% | | Merchandising | $789 | $1,154 | -32% | | **Total Revenue** | **$19,207** | **$33,078** | **-42%** | - The **82% decrease** in membership revenue was primarily a result of the change in terms with the company's largest OEM customer, which no longer subsidizes the product for new customers as of December 1, 2024[163](index=163&type=chunk) - Advertising revenue increased by **$2.0 million (15%)**, primarily attributable to a **$1.0 million** quarter-over-quarter growth in barter revenue[164](index=164&type=chunk) [Business Segment Results](index=46&type=section&id=Business%20Segment%20Results) PodcastOne revenue grew **14%** to **$15.0 million** with a narrowed operating loss, while Slacker revenue plummeted **82%** to **$3.4 million** due to OEM changes, swinging to an operating loss PodcastOne Operations (in thousands) | Metric | Q1 FY2026 | Q1 FY2025 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $14,994 | $13,159 | 14% | | Operating Loss | ($697) | ($1,366) | -49% | | Adjusted EBITDA | $580 | ($316) | -284% | Slacker Operations (in thousands) | Metric | Q1 FY2026 | Q1 FY2025 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $3,384 | $18,704 | -82% | | Operating Income (Loss) | ($196) | $4,193 | -105% | | Adjusted EBITDA | ($191) | $5,425 | -104% | [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) The company had **$11.9 million** cash but a **$11.0 million** working capital deficiency, raising going concern doubts, addressed by **$15.25 million** from convertible debentures and **$9.5 million** from a subsequent equity offering - The company has a history of losses, a working capital deficiency of **$11.0 million** as of June 30, 2025, and used **$3.0 million** in cash from operations, raising substantial doubt about its ability to continue as a going concern[202](index=202&type=chunk) - In May 2025, the company raised **$15.25 million** in cash through the sale of Original Issue Discount Senior Secured Convertible Debentures[208](index=208&type=chunk) - In July 2025, after the quarter's end, the company completed an underwritten public offering for gross proceeds of approximately **$9.5 million**, with proceeds intended for its cryptocurrency treasury strategy and working capital[212](index=212&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required as the company qualifies as a smaller reporting company - This section is not required for smaller reporting companies[225](index=225&type=chunk) [Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of the end of the period, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[227](index=227&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[229](index=229&type=chunk) PART II — OTHER INFORMATION [Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) A complaint filed by Sony Music Entertainment on June 6, 2025, alleges **$2.6 million** in unpaid licensing fees against Slacker and LiveOne, with LiveOne's guarantee limited to **$250,000** - On June 6, 2025, Sony Music Entertainment filed a complaint against Slacker and the Company for an alleged breach of contract, claiming **$2.6 million** in unpaid licensing fees. LiveOne's guarantee is limited to **$250,000**[110](index=110&type=chunk) [Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) Key risks include heavy reliance on its largest OEM customer, challenges in converting users, significant operating losses raising going concern doubts, substantial debt, and new risks from its cryptocurrency assets treasury strategy [Risks Related to Our Business and Industry](index=57&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Significant reliance on Tesla, with revenue dropping from **53%** to **9%**, poses a major risk, as future success depends on converting subsidized users to direct subscribers, alongside ongoing going concern doubts - The company's business is highly dependent on its relationship with Tesla, which accounted for **9%** of consolidated revenue for the three months ended June 30, 2025, a sharp decrease from **53%** for the same period in 2024[236](index=236&type=chunk) - The company's ability to convert a significant number of former subsidized Tesla drivers to direct subscribers of the LiveOne app is a major uncertainty and risk to its future business and financial condition[239](index=239&type=chunk)[240](index=240&type=chunk) - The company has a history of significant losses, with a net loss of **$3.9 million** for the quarter, an accumulated deficit of **$269.1 million**, and a working capital deficit of **$11.0 million** as of June 30, 2025[241](index=241&type=chunk) [Risks Related to Our Company](index=60&type=section&id=Risks%20Related%20to%20Our%20Company) Financial and operational risks include the ability to repay **$15.9 million** in outstanding debt, restrictive covenants, dependence on third-party music licenses, and potential Nasdaq delisting due to minimum bid price non-compliance - The company has significant indebtedness, with **$15.9 million** outstanding as of June 30, 2025, and may not have the ability to repay the amounts due at maturity[246](index=246&type=chunk)[251](index=251&type=chunk) - The company depends on third-party licenses for sound recordings and musical compositions. An adverse change to, loss of, or claim that it does not hold necessary licenses could materially harm the business[254](index=254&type=chunk) - In March 2025, the company received a notice from Nasdaq for failing to meet the **$1.00** minimum bid price requirement, creating a risk of delisting if not resolved[264](index=264&type=chunk) [Risks Related to Our Cryptocurrency Assets Treasury Strategy](index=65&type=section&id=Risks%20Related%20to%20Our%20Cryptocurrency%20Assets%20Treasury%20Strategy) New risks from the **$500 million** cryptocurrency assets treasury strategy include the novelty, volatility, and regulatory uncertainty of digital assets, custody risks like private key loss, and potential classification as an investment company - The company has announced a new cryptocurrency assets treasury strategy with board authorization up to **$500 million**, an initiative that is nascent, unproven, and subject to significant risks[269](index=269&type=chunk) - Bitcoin and other digital assets are subject to significant legal, commercial, regulatory, and technical uncertainty, which could adversely impact their price and the company's investment[271](index=271&type=chunk)[272](index=272&type=chunk)[273](index=273&type=chunk) - The company faces risks related to the custody of its crypto assets, including the loss or destruction of private keys and cyberattacks. Insurance coverage for such losses may be insufficient[278](index=278&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=68&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued **175,649** shares to consultants and **35,763** shares to employees in unregistered transactions, and repurchased **291,459** shares as part of its publicly announced program during the quarter - During the quarter, the company issued **175,649 shares** of its common stock to various consultants and **35,763 shares** to employees, relying on exemptions from registration under the Securities Act[288](index=288&type=chunk)[289](index=289&type=chunk) Issuer Purchases of Equity Securities (April 1, 2025 – June 30, 2025) | Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | | :--- | :--- | :--- | :--- | | April 2025 | - | - | - | | May 2025 | 24,056 | $0.74 | 24,056 | | June 2025 | 267,403 | $0.81 | 291,459 | | **Total** | **291,459** | **$0.79** | **291,459** | [Defaults Upon Senior Securities](index=68&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None[292](index=292&type=chunk) [Mine Safety Disclosures](index=68&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable - Not applicable[293](index=293&type=chunk) [Other Information](index=68&type=section&id=Item%205.%20Other%20Information) There is no other information to disclose for this period - None[294](index=294&type=chunk) [Exhibits](index=69&type=section&id=Item%206.%20Exhibits) A list of all exhibits filed with the Form 10-Q includes corporate governance documents, financing agreements, and required CEO and CFO certifications - The report lists numerous exhibits filed, including corporate governance documents, debt and equity financing agreements, and required CEO/CFO certifications[296](index=296&type=chunk)[298](index=298&type=chunk)