Financial Performance - Net income for the three months ended September 30, 2025, was $344 thousand, a significant improvement from a net loss of $15 thousand in the same period of 2024[11]. - Comprehensive income for the three months ended September 30, 2025, was $410 thousand, compared to $226 thousand in the same period of 2024, indicating an increase of approximately 81.5%[13]. - The company reported a basic and diluted earnings per share of $0.04 for the three months ended September 30, 2025, compared to a loss per share of $0.00 in the same period of 2024[11]. - Shareholders' equity increased by $410,000, or 0.8%, to $48.8 million at September 30, 2025, primarily due to net income of $344,000 for the quarter[131]. - Net interest income increased to $2,504 thousand for the three months ended September 30, 2025, compared to $1,870 thousand for the same period in 2024, reflecting a growth of approximately 33.8%[11]. - Non-interest income rose to $153 thousand for the three months ended September 30, 2025, compared to $137 thousand in the prior year, marking an increase of approximately 11.7%[11]. - Non-interest expense rose by $191,000, or 9.5%, totaling $2.2 million, mainly due to increased data processing charges and outside service fees[142]. - Income tax expense increased from a benefit of $6,000 in the prior year to an expense of $109,000, reflecting higher earnings[144]. Asset and Liability Management - Total assets decreased to $366,492 thousand as of September 30, 2025, from $371,211 thousand on June 30, 2025, representing a decline of approximately 1.9%[9]. - Total liabilities decreased to $317,713 thousand as of September 30, 2025, from $322,842 thousand on June 30, 2025, a reduction of about 1.6%[9]. - Cash and cash equivalents decreased to $14,625 thousand as of September 30, 2025, from $19,480 thousand on June 30, 2025, a decline of approximately 25.1%[9]. - The company experienced a net decrease in deposits of $6,148 thousand during the three months ended September 30, 2025[19]. - The total deposits amounted to $271,415,000 as of September 30, 2025, compared to $277,563,000 as of June 30, 2025, reflecting a decline of approximately 2.9%[98]. Loan Portfolio and Credit Quality - The loan portfolio totaled $328,616,000 as of September 30, 2025, with an allowance for credit losses of $2,166,000[49]. - One-to-four-family residential loans accounted for $249,018,000 of the loan portfolio as of September 30, 2025[49]. - The company reported a decrease in multi-family loans from $15,505,000 on June 30, 2025, to $14,569,000 on September 30, 2025[49]. - Non-performing loans decreased to approximately $3.2 million, or 1.0% of total loans, down from $3.9 million, or 1.2%, at June 30, 2025[126]. - The allowance for credit losses (ACL) was $2.2 million, representing 67.1% of non-performing loans at September 30, 2025, compared to 54.1% at June 30, 2025[126]. - The total ACL for all loan segments as of September 30, 2025, was $2,166,000, compared to $2,170,000 as of June 30, 2025, indicating a slight decrease[68]. - The company categorizes loans into risk categories based on borrowers' ability to service their debt, with special mention loans indicating potential weaknesses[77]. - The risk category for residential real estate loans shows $4,554,000 classified as substandard, indicating potential losses if deficiencies are not corrected[80]. Regulatory and Compliance - The company is committed to addressing deficiencies resulting from the formal written agreement with the OCC, which includes implementing a revised three-year strategic plan[102]. - The Individual Minimum Capital Requirements (IMCRs) imposed by the OCC require a common equity tier 1 capital ratio of at least 9.0%, a tier 1 capital ratio of at least 11.0%, and a total capital ratio of at least 12.0%[101]. - As of September 30, 2025, First Federal Savings Bank of Kentucky's common equity tier 1 capital ratio was 16.07%, significantly above the required minimum of 9.0%[121]. Securities and Investments - The amortized cost of available-for-sale securities as of September 30, 2025, was $11,832,000, with gross unrealized gains of $117,000 and gross unrealized losses of $0, resulting in an estimated fair value of $11,727,000[41]. - The fair value of available-for-sale securities increased to $11,727,000 from $9,757,000 as of June 30, 2025, representing a growth of approximately 20.1%[95]. - The total temporarily impaired available-for-sale (AFS) securities amounted to $8,427,000 with gross unrealized losses of $117,000 as of September 30, 2025[44]. - The amortized cost of agency mortgage-backed securities in the AFS category was $8,427,000, with a fair value of $8,310,000[44]. Management and Governance - The Company appointed R. Clay Hulette as CEO, pending regulatory approval, with Don D. Jennings continuing as President and Chairman[111]. - The company suspended quarterly dividends indefinitely, with future payments dependent on various regulatory and operational factors[132].

Customer Base and Service Areas - Spire Missouri serves approximately 1.2 million customers, while Spire Alabama serves over 0.4 million customers, making them the largest natural gas distributors in their respective states[27][28]. - The annual average number of customers for Spire Missouri and Spire Alabama in fiscal 2025 was 1,213,375 and 429,628, respectively[35]. Revenue Sources and Financial Performance - For fiscal year 2025, Spire's total operating revenues from the Gas Utility segment were primarily derived from residential customers (66%), followed by commercial and industrial customers (23%)[34]. - Spire Missouri and Spire Alabama's operating revenues for fiscal 2025 are approximately 92% and 81% from residential, commercial, and industrial customers, respectively[38]. - In fiscal 2025, transportation customers contributed about 2% of operating revenues for Spire Missouri and 16% for Spire Alabama[39]. - Operating revenues for the year ended September 30, 2025, totaled $2,476.4 million, a decrease of $116.6 million compared to $2,593.0 million in 2024[180]. - The decrease in Gas Utility operating revenues for fiscal 2025 was primarily due to a $285.5 million reduction in gas cost recoveries across all utilities[184]. - Operating revenues for the twelve months ended September 30, 2025, decreased by $193.3 million compared to the prior year, primarily due to lower gas cost recoveries of $239.8 million[195]. Natural Gas Sales and Transportation - The total volume of natural gas sold and transported by Spire in 2025 was 3,275.2 million CCF, an increase from 3,089.5 million CCF in 2024[35]. - Spire Missouri purchased 36.5 Bcf of natural gas through the Enable MRT system and 27.6 Bcf through the Southern Star system in fiscal 2025[43]. - Spire Alabama purchased approximately 55.3 Bcf of natural gas from SNG and 8.9 Bcf from Transco in fiscal 2025[48]. - The peak day send out for Spire Missouri East was 0.95 Bcf on January 21, 2025, while Spire Alabama's peak was 0.6 Bcf on the same day[44][49]. Regulatory Environment and Compliance - Utilities are regulated by state public service commissions, impacting their ability to charge rates, recover costs, and maintain profitability[71]. - The Infrastructure System Replacement Surcharge (ISRS) allows expedited recovery of infrastructure investments, but any disallowance of costs could affect revenue timing and cash flows[73]. - The Rate Stabilization and Equalization (RSE) mechanism requires annual rate reviews, with existing terms continuing beyond September 30, 2025, unless modified[74]. - Compliance with federal safety regulations may impose significant costs and liabilities, requiring ongoing assessments and potential capital expenditures[76]. - Environmental laws may necessitate significant expenditures and increase operating costs, with potential fines for non-compliance[80]. - Delays in cost recovery due to regulatory processes can adversely affect the Utilities' liquidity[81]. Competition and Market Risks - The principal competition for Spire comes from local electric companies and other fuel suppliers, with a growing trend towards renewable energy sources[37]. - Increased competition may hinder the Utilities' ability to retain or acquire customers, adversely affecting business and financial performance[94]. - Spire's natural gas storage business faces competition from pipelines and independent storage providers, which could reduce demand and drive rates down[96]. Financial Metrics and Adjustments - Adjusted earnings and adjusted earnings per share are used to evaluate financial performance, excluding impacts from fair value accounting and non-recurring items[167]. - The contribution margin for the year ended September 30, 2025, was $1,455.2 million, an increase of $93.7 million from $1,361.5 million in 2024, indicating a growth of 6.9%[180]. - Interest expense increased by $5.4 million due to costs associated with the bridge facility for the Piedmont Tennessee acquisition, although overall interest expense declined by $2.4 million year-over-year[181]. - The weighted-average short-term interest rates decreased from 5.7% in the prior year to 4.5% in the current year, contributing to lower interest expenses[181]. Acquisitions and Growth Strategies - The company is pursuing an acquisition of Piedmont Natural Gas for approximately $2.48 billion, subject to regulatory approvals, which carries integration and approval risks[127]. - The acquisition of Piedmont Natural Gas's Tennessee business is valued at $2.48 billion, aimed at expanding Spire's regulated utility footprint and increasing scale[171]. - The transaction is expected to close in Q1 2026, pending regulatory approvals, including from the Tennessee Public Utility Commission[173]. - Spire plans to finance the acquisition through a mix of debt, equity, and potential sales of natural gas storage facilities[172]. Employee and Operational Insights - Spire's workforce consisted of 3,497 employees as of September 30, 2025, with ongoing initiatives to improve safety and employee well-being[20][21]. - The company has a comprehensive enterprise risk management process to address significant risks, including cybersecurity threats[136]. - Spire's cybersecurity program is overseen by the Board of Directors, with regular updates on developments and risks[137]. Dividend and Stock Performance - Spire has maintained continuous common stock dividends since 1946, dependent on its subsidiaries' ability to generate sufficient net income and cash flows[108]. - Spire's common stock has continuously paid dividends since 1946, marking 22 consecutive years of increasing dividends as of 2025[153]. - As of September 30, 2025, Spire Missouri had $1,999.8 million available to pay dividends, free from restrictions[161]. - Spire's cumulative total return increased from $100.00 in 2020 to $190.57 by 2025, reflecting strong performance relative to the S&P 500 Utilities Index[155]. Economic and Environmental Factors - Warmer-than-normal weather and climate change could adversely affect the Utilities' heating energy sales, impacting financial results[98]. - The Utilities have mechanisms like Weather Normalization Adjustment riders to recover fixed costs during winter months, but these do not fully mitigate the impact of warmer weather[99]. - Economic downturns could lead to decreased energy consumption and increased bad debt expenses, adversely impacting revenues and cash flows[131]. Risks and Liabilities - The company faces risks from operational factors, including the availability of contracted gas supplies and pipeline capacity, which could adversely impact financial results[90]. - Spire's financial condition may be adversely affected by unexpected losses from litigation or business risks, despite having insurance and indemnification strategies[128]. - Changes in income tax policy could impact the Company's financial condition, particularly regarding the utilization of net operating losses (NOLs)[82]. - Rising interest rates could decrease the fair values of reporting units, leading to potential future impairments[124]. - The company has pension and postretirement benefit plans that are subject to investment and interest rate risks, potentially impacting financial condition and requiring accelerated funding[122].

Financial Performance - In Q3 2025, net sales decreased by 1.9% to $9,812,000 compared to Q3 2024, and year-to-date (9M) sales fell by 7.2% to $29,475,000[27] - Gross profit for Q3 2025 was $5,604,000, down 3.4% from Q3 2024, while gross profit for 9M 2025 decreased by 11.1% to $16,737,000[27] - Operating income in Q3 2025 dropped by 21.9% to $2,611,000, and for 9M 2025, it fell by 16.0% to $8,961,000[27] - Net income for Q3 2025 was $2,631,000, a decline of 26.2% compared to Q3 2024, and for 9M 2025, net income decreased by 20.5% to $8,720,000[27] - Earnings per diluted share (EPS) in Q3 2025 were $0.820, down 19.9% from Q3 2024, and for 9M 2025, EPS decreased by 13.5% to $2.680[27] Sales and Revenue - Sales to the China distributor were $395,000 in Q3 2025, down from $781,000 in Q3 2024, and $2,054,000 in 9M 2025 compared to $2,368,000 in 9M 2024[29] - Total consolidated sales for 9M 2025 were $2,271 (7.2%) lower than in 9M 2024, with U.S. domestic sales down 2.3% and OUS sales down 13.3%[46] - OUS sales in 3Q 2025 were $3,953, an 8.5% decrease from $4,318 in 3Q 2024, with a favorable FX impact of $114[43] - OUS sales in 9M 2025 were $12,167, a 13.3% decrease from $14,036 in 9M 2024, with a net favorable FX impact of $244[48] Operating Expenses - Operating expenses in Q3 2025 increased to $2,073,000, representing 21.1% of revenues, compared to 15.2% in Q3 2024[33] - S&M expenses in 3Q 2025 increased by $79, primarily due to higher health plan expenses and fees from U.S. distributors[56] - U.S. G&A expenses increased by $85 in 3Q 2025 compared to 3Q 2024, and by $124 in 9M 2025 compared to 9M 2024, primarily due to higher health plan costs and non-cash stock option expenses[61] - OUS G&A expenses were $1,254 in 3Q 2025 compared to $857 in 3Q 2024, with a total difference of $397 attributed to a $395 bad debt reserve expense and $25 from FX rate changes[62] Profitability Metrics - The gross profit margin for Q3 2025 was 57.1%, down from 58.0% in Q3 2024, and the operating income margin decreased to 26.6% from 33.4%[32] - Operating Income in 3Q 2025 was $2,611, a 21.9% decline from $3,343 in 3Q 2024, and $8,961 in 9M 2025, a 16.0% decline from $10,664 in 9M 2024[54] - Consolidated EBT in 3Q 2025 was $3,309 (33.7% of sales), down from $4,179 (41.8% of sales) in 3Q 2024; for 9M 2025, EBT was $11,004 (37.3% of sales) compared to $13,188 (41.5% of sales) in 9M 2024[68] - Adjusted consolidated EBITDA for 3Q 2025 was $4,170, a 15.9% decrease from $4,958 in 3Q 2024; for 9M 2025, it was $13,493, down 12.7% from $15,447 in 9M 2024[71] Future Outlook - Management now expects total annual 2025 consolidated sales to be about 7% lower compared to 2024, revised from an initial projection of 5%[49] - Annual sales for 2025 are now expected to be 6-7% lower than in 2024, with EPS projected in the range of $3.40-3.50[100] - Management plans to continue investing in new technology and processes, and may consider acquisitions to enhance revenue growth[90] Shareholder Returns - Dividends paid in 3Q 2025 were $988 ($0.305/share), compared to $1,052 ($0.300/share) in 3Q 2024, representing 38% of 3Q 2025 Net Income[81] - Dividends paid in 9M 2025 totaled $3,006, a decrease from $3,222 in 9M 2024, representing 34% of Net Income[84] Balance Sheet and Cash Flow - The balance sheet as of September 30, 2025, showed a stronger current ratio, lower total liabilities, and higher stockholders' equity despite lower sales and earnings[37] - Net cash provided by operating activities was $11,215 in 9M 2025, down from $11,894 in 9M 2024, primarily due to a $2,252 decrease in Net Income[86] - Total consolidated assets decreased by $564 to $121,975 as of September 30, 2025, despite a $201 increase in consolidated current assets[91] - Working capital increased to $93,521 at September 30, 2025, primarily due to a $1,291 increase in cash[94] - UTMD's total debt ratio was 3% as of September 30, 2025, down from 4% at the end of 2024[96] Stock Performance - The closing share price at the end of 3Q 2025 was $62.97, reflecting a 10.6% increase from the previous quarter[85]

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $475,225, with operating expenses of $595,005 and interest income of $391,382 [112]. - For the nine months ended September 30, 2025, the company had a net income of $429,687, with operating expenses of $1,380,937 and interest income of $2,637,524 [114]. - The company reported a net loss per share, calculated by dividing the net loss by the weighted average number of ordinary shares outstanding, excluding 3,435,065 Class A nonredeemable ordinary shares subject to forfeiture [130]. - As of September 30, 2025, and December 31, 2024, the company had no dilutive securities, resulting in diluted loss per share being the same as basic loss per share [130]. Financial Position - As of September 30, 2025, the company had $614,005 in its operating bank account and $24,823,733 in the Trust Account, with a working capital deficit of $3,177,393 [121]. - The company has no off-balance sheet arrangements as of September 30, 2025 [125]. Business Combination - The company signed a non-binding LOI for a business combination with Kneron, a provider of edge AI solutions, and is actively negotiating terms for a binding agreement [107]. - The company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of completing a business combination [110]. - The underwriters are entitled to a deferred underwriting commission of 3.5% per unit, totaling $3,500,000, upon completion of the initial business combination [128]. Initial Public Offering - The company completed its Initial Public Offering on October 11, 2023, raising $100,500,000, which was placed in a trust account [116]. - The company issued an unsecured promissory note of up to $1,900,000 to the Sponsor, with $700,000 borrowed during the nine months ended September 30, 2025 [123]. Accounting Standards - The FASB issued ASU 2023-09, effective for the annual period ending December 31, 2025, which requires disaggregated information about effective tax rate reconciliation [132]. - The company does not anticipate that the adoption of ASU 2023-09 will materially impact its financial statements and disclosures [132]. - ASU No. 2024-03, issued in November 2024, requires disclosures of certain disaggregated income statement expense captions, effective for annual periods beginning after December 15, 2026 [133]. - The company is currently evaluating the impact of ASU No. 2024-03 on its condensed financial statements [133]. Reporting Classification - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [134].

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $475,225, with operating expenses of $595,005 and interest income of $391,382 [112]. - For the nine months ended September 30, 2025, the company had a net income of $429,687, with operating expenses of $1,380,937 and interest income of $2,637,524 [114]. - The company reported a net loss per share, calculated by dividing the net loss by the weighted average number of ordinary shares outstanding, excluding 3,435,065 Class A nonredeemable ordinary shares subject to forfeiture [130]. - As of September 30, 2025, and December 31, 2024, the company had no dilutive securities, resulting in diluted loss per share being the same as basic loss per share for the periods presented [130]. Revenue Generation - The company has generated no revenues to date and does not expect to generate operating revenues until the completion of its initial business combination [106]. Financial Position - As of September 30, 2025, the company had $614,005 in its operating bank account and $24,823,733 in the Trust Account, with a working capital deficit of $3,177,393 [121]. - The company has no off-balance sheet arrangements as of September 30, 2025 [125]. Business Combination Efforts - The company signed a non-binding LOI for a business combination with Kneron, a provider of edge AI solutions, and is actively negotiating terms for a binding agreement [107]. - The company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of completing a business combination [110]. - The underwriters are entitled to a deferred underwriting commission of 3.5% per unit, totaling $3,500,000, upon completion of the initial business combination [128]. Capital Raising - The company completed its Initial Public Offering on October 11, 2023, raising $100,500,000, which was placed in a trust account [116]. - The company issued an unsecured promissory note of up to $1,900,000 to the Sponsor, with $700,000 borrowed during the nine months ended September 30, 2025 [123]. Accounting Standards - The company does not anticipate that the adoption of ASU 2023-09 will materially impact its financial statements and disclosures, effective for the annual period ending December 31, 2025 [132]. - The company is currently evaluating the impact of ASU No. 2024-03 on its condensed financial statements, which will require disaggregated income statement expense disclosures starting after December 15, 2026 [133]. Reporting Classification - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [134].

Financial Performance - For the six months ended September 30, 2025, PodcastOne reported revenue of $30.2 million, a 19% increase from $25.3 million in the same period of 2024[125]. - Revenue for the three months ended September 30, 2025, increased by $3.0 million, or 25%, to $15.2 million compared to $12.2 million for the same period in 2024, driven by growth in barter revenue and increased advertising demand[153]. - Revenue increased by $4.8 million, or 19%, to $30.2 million for the six months ended September 30, 2025, compared to $25.3 million for the same period in 2024[162]. - Contribution Margin for the six months ended September 30, 2025, was $5.1 million, compared to $2.6 million for the same period in 2024[175]. - Adjusted EBITDA for the six months ended September 30, 2025, was $1.7 million, compared to a loss of $0.7 million for the same period in 2024[174]. - The company reported a net loss of $2.0 million for the six months ended September 30, 2025, which included non-cash charges of $1.1 million[192]. - The net loss for the three months ended September 30, 2025, was $975,000, compared to a net loss of $1,669,000 for the same period in 2024, resulting in a net loss per share of $0.04[151]. Audience Engagement - PodcastOne has 6.0+ million monthly unique listeners and 17+ million IAB monthly downloads, indicating strong audience engagement[122]. - The company achieved over 3.8 billion network downloads during the quarter ended September 30, 2025, and expanded its programming slate to 194 shows[127]. - The company was ranked as high as 8 on the list of Top Podcast Publishers by Podtrac, reflecting its competitive position in the market[120]. Advertising and Revenue Model - PodcastOne's operating model includes a focus on embedded host read ads, dynamic ads, and programmatic monetization channels to generate revenue[123]. - PodcastOne's advertising strategy emphasizes the effectiveness of host-read embedded promos, with 60% of podcast listeners reporting they have purchased something after hearing a podcast ad[131]. - The company aims to acquire multiple assets over time across a broad spectrum of podcast-related media and companies to drive organic growth and revenue production[122]. - The company is actively pursuing acquisitions of exclusive rights to certain podcasts, including true crime content for potential television and film projects[128]. Operating Expenses - Total operating expenses for the six months ended September 30, 2025, were $32.2 million, compared to $28.3 million for the same period in 2024, reflecting an increase in costs associated with operating as a public company[160]. - Cost of sales for the three months ended September 30, 2025, rose by $2.4 million, or 22%, to $13.5 million, in line with revenue growth as revenue share splits with content creators remained consistent[154]. - Cost of sales rose by $4.2 million, or 19%, to $27.1 million for the six months ended September 30, 2025, in line with revenue growth[163]. - General and administrative expenses increased by $0.3 million, or 22%, to $1.8 million for the three months ended September 30, 2025, attributed to higher stock compensation costs[158]. - General and administrative expenses increased by $0.4 million, or 14%, to $3.3 million for the six months ended September 30, 2025, due to higher professional services and payroll costs[167]. - Stock-based compensation expense for the six months ended September 30, 2025, increased by 169% to $3.4 million, compared to $1.3 million for the same period in 2024[161]. - The company expects operating expenses to continue to increase in dollar amount in the short term due to investments in product innovation and sales growth[145]. Cash Flow and Financing - As of September 30, 2025, the company had cash and cash equivalents of $2.7 million, primarily from operations and a completed private placement offering[178]. - The company completed a private placement offering of unsecured convertible notes totaling $8.8 million, which were fully converted in September 2023[178]. - LiveOne's net cash provided by operating activities for the six months ended September 30, 2025, was $1.78 million, compared to $45,000 for the same period in 2024[191]. - LiveOne's working capital as of September 30, 2025, was $1.3 million, raising substantial doubt about its ability to continue as a going concern[189]. - LiveOne is looking to secure additional interim financing to continue operations beyond November 2026[188]. - The company has a history of losses and must increase revenue and reduce costs to continue as a going concern[190]. - LiveOne's liquidity will depend on converting OEM drivers to direct subscribers and negotiating flexible terms with music labels[187]. Debt and Indebtedness - As of September 30, 2025, LiveOne's total outstanding consolidated indebtedness was $15.6 million, net of fees and discounts[186]. - LiveOne's Initial Debentures have a principal amount of $16.775 million, maturing on May 19, 2028, with an interest rate of 11.75% per year[181]. - The company repaid a total of $3.25 million of the principal amount underlying the ABL Credit Facility, reducing the facility size to $3.75 million[180]. - As of September 30, 2025, the company did not have any debt covenants and was in compliance with all covenants under the Initial Debentures and the Capchase Loan[198]. Asset Management - The amortization of intangible assets decreased by 62% to $125,000 for the three months ended September 30, 2025, compared to $328,000 for the same period in 2024, due to a reduction in content-related amortization[159]. - Amortization of intangible assets decreased by $0.5 million, or 65%, to $0.25 million for the six months ended September 30, 2025, due to a reduction in content-related amortization[168]. - Impairment of intangible assets decreased to zero for the six months ended September 30, 2025, compared to $0.2 million for the same period in 2024[169]. Investment Activities - For the six months ended September 30, 2025, net cash used in investing activities was $0.1 million for the purchase of fixed assets[194]. - For the six months ended September 30, 2024, net cash used in investing activities was also $0.1 million for the purchase of fixed assets[195]. - No cash was used in or provided by financing activities for the six months ended September 30, 2025[196]. - No cash was used in or provided by financing activities for the six months ended September 30, 2024[197].

Revenue Performance - For the six months ended September 30, 2025, the company reported revenue of $38.0 million, a decrease from $65.7 million in the same period of 2024[163]. - Revenue from the OEM customer was $3.1 million in the first half of 2025, significantly down from $36.0 million in the same period of 2024[163]. - Revenue decreased by 42% to $18.8 million for the three months ended September 30, 2025, compared to $32.6 million in the same period of 2024[181]. - Total revenue for the six months ended September 30, 2025, was $37.97 million, a decrease of 42% compared to $65.67 million for the same period in 2024[216]. - Membership revenue decreased by $31.9 million, or 83%, to $6.4 million for the six months ended September 30, 2025, compared to $38.3 million for the same period in 2024[216]. - Advertising revenue increased by $4.9 million, or 19%, to $30.3 million for the six months ended September 30, 2025, compared to $25.4 million for the same period in 2024[218]. - Revenue for the Audio Group - PodcastOne operations increased by $4.8 million, or 19%, to $30.2 million for the six months ended September 30, 2025, compared to $25.3 million in 2024[234]. - Revenue for the Audio Group - Slacker operations decreased by $31.8 million, or 83%, to $6.5 million for the six months ended September 30, 2025, primarily due to a change in terms with the largest OEM customer[240]. - Revenue for the three months ended September 30, 2025, was $18,762 thousand, a decrease of 42.7% from $32,594 thousand in 2024[256]. Customer Concentration - The company's largest OEM customer accounted for 45% of revenue in the first half of 2025, down from 73% in the same period of 2024[163]. - Membership services revenue fell by 84% to $3.1 million, down from $19.5 million, primarily due to changes in terms with the largest OEM customer[182][183]. - Revenue decreased by $16.5 million, or 84%, during the three months ended September 30, 2025, primarily due to a change in terms with the largest OEM customer[203]. Operating Expenses and Profitability - Total operating expenses decreased by 31% to $23.3 million, down from $34.0 million, with significant reductions in cost of sales and other operating expenses[180]. - Total operating expenses for the six months ended September 30, 2025, were $46.57 million, a decrease of 31% compared to $67.86 million for the same period in 2024[213]. - Net loss attributable to LiveOne was $5.5 million, compared to a loss of $1.9 million in the prior year, resulting in a net loss per share of $0.52[179]. - Net loss attributed to LiveOne for the six months ended September 30, 2025, was $9.14 million, compared to a net loss of $3.03 million for the same period in 2024[214]. - Operating income decreased by $4.9 million, or 105%, for the three months ended September 30, 2025, driven by the decrease in revenue[204]. - Adjusted EBITDA decreased by $6.2 million, or 107%, to $(0.4) million for the three months ended September 30, 2025, compared to $5.8 million for the same period in 2024[205]. - Adjusted EBITDA increased by 369% to $1.1 million for the Audio Group, reflecting improved revenue and reduced operating expenses[201]. - Adjusted EBITDA for the Audio Group - PodcastOne operations increased by $2.4 million, or 335%, to $1.7 million for the six months ended September 30, 2025, compared to a loss of $0.7 million in 2024[238]. Cash Flow and Financing - As of September 30, 2025, the company had cash and cash equivalents, including restricted cash, totaling $11.8 million, primarily invested in Bitcoin and U.S. banking institutions[257]. - The company has a convertible note balance of $15.2 million and a Capchase Loan of $0.5 million as of September 30, 2025[257]. - The company completed a public offering on July 17, 2025, raising approximately $9.5 million to fund digital asset acquisitions and working capital[165]. - For the six months ended September 30, 2025, net cash used in operating activities was $6.3 million, primarily due to a net loss of $9.6 million[273]. - Net cash used in investing activities for the six months ended September 30, 2025, was $6.8 million, largely due to the purchase of equipment and crypto digital assets totaling $5.0 million[275]. - For the six months ended September 30, 2025, net cash provided by financing activities was $20.7 million, driven by $15.2 million from convertible debt and $9.4 million from common stock offerings, offset by $3.0 million repayment on the line of credit, $0.2 million repayment of the Capchase Loan, and $0.6 million for share repurchase[277]. - The company has the ability to raise up to $150 million in cash from the sale of equity, debt, and other financial instruments under a new universal shelf Registration Statement filed with the SEC[270]. Strategic Initiatives - The company plans to invest significantly in product development and technology solutions over the next 12 to 24 months to enhance its service offerings[171]. - The company aims to convert OEM drivers to direct subscribers of the LiveOne app, which is expected to create a meaningful revenue opportunity[173]. - The company announced a digital asset treasury strategy of up to $500 million, including a bitcoin yield treasury strategy, following a public offering on July 16, 2025[257]. - Future growth will rely on expanding international operations in regions such as Europe, Asia Pacific, and Latin America, incurring significant upfront expenses[177]. Compliance and Going Concern - As of September 30, 2025, the company had a working capital deficiency of $13.1 million, raising substantial doubt about its ability to continue as a going concern[258]. - The company entered into a new Business Loan Agreement on January 28, 2025, reducing the principal amount outstanding to $3.75 million and extending the maturity date to November 20, 2025[261]. - The company borrowed $1.7 million under a Loan and Security Agreement with Capchase Inc. in August 2023, with a 9% interest rate and monthly amortization payments of approximately $73,100[262]. - As of September 30, 2025, the company was in compliance with the Capchase Loan and the Initial Debentures[279].

Financial Performance - The company reported net losses of $4,082,000 for the nine months ended September 30, 2025, and $2,603,000 for the year ended December 31, 2024, with an accumulated deficit of $12,897,000 as of September 30, 2025[88]. - For the nine months ended September 30, 2025, total operating expenses were $4,157, up from $897 in the same period of 2024, resulting in a net loss of $4,082[113]. - Cash used in operating activities was $2,357 for the nine months ended September 30, 2025, compared to $2,152 in the same period of 2024[121]. - Other income improved to $37 in Q3 2025 compared to a loss of $(664) in Q3 2024, driven by interest income from a money market account[112]. Operating Expenses - Total operating expenses for the three months ended September 30, 2025, were $1,435,000, compared to $383,000 for the same period in 2024, representing an increase of 274%[109]. - Research and development expenses for the three months ended September 30, 2025, were $608,000, up from $14,000 in the same period in 2024[109]. - General and administrative expenses increased to $827,000 for the three months ended September 30, 2025, compared to $369,000 for the same period in 2024, reflecting a rise of 124%[109]. - The increase in vendor advances amortization expense in 2025 was a significant factor in the rise of general and administrative expenses[115]. - The company incurred non-cash expenses of $2,301 during the nine months ended September 30, 2025, primarily from vendor advances amortization[121]. Revenue Generation - The company has not generated any revenue from product sales to date, with no sales recorded during the nine months ended September 30, 2025, and 2024[101]. Financing Activities - The company entered into an Equity Line of Credit Agreement with Helena Global Investment Opportunities I LTD for up to $30,000,000 in common stock purchases[91]. - During the nine months ended September 30, 2025, the company sold 3,510,000 shares of common stock to Helena for net proceeds of $3,205,000[94]. - Financing activities generated $6,660 in cash for the nine months ended September 30, 2025, compared to $5,276 in the same period of 2024, including $3,058 from private financing[123]. - The company expects to finance its operations through public or private equity offerings, debt financings, and potential collaboration agreements[90]. Regulatory Status - The company has not yet received regulatory approval for any of its product candidates, which are still in clinical trials[86]. - The company anticipates significant and increasing expenses and operating losses as it advances its product candidates through clinical development[88]. Going Concern - The company’s ability to continue as a going concern depends on raising additional capital to meet operating needs and repay liabilities[118]. - The company had cash and cash equivalents of $5,575 and shareholders' equity of $7,664 as of September 30, 2025, with expectations to fund operations for at least 12 months[117].

Financial Performance - Net sales increased by 6.3% to $5.582 million for the three months ended September 30, 2025, compared to $5.252 million for the same period in 2024 due to higher one-time sales[108] - Gross profit increased by $0.302 million or 22.0% to $1.674 million for the three months ended September 30, 2025, with gross profit percentage rising to 30.0% from 26.1% due to higher margin product revenues[110] - Net income for the three months ended September 30, 2025, was $0.509 million, a significant improvement compared to a net loss of $0.025 million for the same period in 2024[117] - Net income for the three months ended September 30, 2025, was $0.509 million, an improvement of $0.534 million compared to a net loss of $(0.025) million for the same period in 2024[118] Expenses Management - Research and development expenses decreased by $0.013 million or 21.3% to $0.048 million for the three months ended September 30, 2025, attributed to headcount reduction[112] - Selling, general and administrative expenses decreased by $0.103 million or 7.5% to $1.276 million for the three months ended September 30, 2025, due to lower compensation, rent, and travel costs[114] Cash Flow and Liquidity - The cash balance at September 30, 2025, was approximately $5.548 million, a decrease from $5.715 million at June 30, 2025[119] - Net cash used in operating activities for the three months ended September 30, 2025, was $(0.167) million, an increase of $0.135 million compared to the same period in 2024[120] - Working capital decreases contributed $(0.804) million to net cash used in operating activities for the three months ended September 30, 2025[120] - Net cash used by operating activities for the three months ended September 30, 2024, was $(0.032) million, primarily due to $(0.180) million in working capital decreases[121] - Net cash from investing activities was zero for both the three months ended September 30, 2025, and September 30, 2024[122] - Net cash from financing activities was zero for both the three months ended September 30, 2025, and September 30, 2024[123] - The company has met its working capital needs primarily from operating cash flows and financing activities over the past several years[119] - The company believes existing sources of liquidity will be sufficient to fund operations for at least 12 months from the date of the financial statements[119] Strategic Initiatives - The company plans to invest in sales and support operations to support new product initiatives and budget goals, while expecting continued decreases in total operating expenses[97] - The company aims to expand its customer base by selectively investing in its field sales force and targeting large organizations that have yet to use its products and services[98] - The company intends to increase marketing expenditures to enhance brand recognition for its proprietary products and introduce new products and services[99] - The company is focused on maintaining gross margins despite competition and price erosion, with new products expected to carry higher margins[100] Other Income - Other income increased by $0.116 million to $0.159 million for the three months ended September 30, 2025, primarily due to a one-time payables extinguishment[116] Accounting Estimates - There have been no material changes to critical accounting estimates during the three months ended September 30, 2025[124]

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,970,034, driven by earnings from investments held in the Trust Account of $2,128,162, after accounting for general and administrative costs of $158,128[113]. - For the nine months ended September 30, 2025, the company achieved a net income of $2,297,662, with earnings from investments in the Trust Account totaling $3,126,740, offset by general and administrative costs of $647,828 and share-based compensation of $181,250[113]. - Cash provided by operating activities for the nine months ended September 30, 2025, was $877,178, influenced by various operational costs and earnings from investments[117]. Initial Public Offering - The company completed its Initial Public Offering on May 16, 2025, raising gross proceeds of $201,250,000 from the sale of 20,125,000 Units, including an over-allotment option[115]. - The company incurred total offering costs of $10,727,318 related to the Initial Public Offering, including $1,500,000 in cash underwriting fees and $7,568,750 in deferred underwriting fees[116]. Trust Account and Cash Position - As of September 30, 2025, the company's Trust Account held $204,376,740 in money market funds, which will be primarily used to complete a Business Combination[119]. - The company had no cash on hand as of September 30, 2025, and $461,395 due from the Sponsor, which will be used for identifying and evaluating target businesses[120]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and has a contractual obligation to pay the Sponsor $30,000 per month for administrative services[125][124]. Future Financing and Concerns - The company does not anticipate needing to raise additional funds for operating expenditures but may require financing for a Business Combination or to address potential redemptions of Public Shares[122]. - Management has expressed substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the unaudited financial statements due to ongoing costs and lack of cash[123].