PodcastOne Previously Closed a $8.1 Million Bridge Financing at a Post-Money Valuation of $68 Million as Part of Its Planned Spin-Out as a Separate Public Company
Expects to File Registration Statement on Form S-1 for PodcastOne’s Spin-Out by December 15, 2022
LiveOne (Nasdaq: LVO), an award-winning, creator-first, music, entertainment and technology platform, announced today that it has fixed December 22, 2022 as the record date to determine LiveOne’s shareholders eligible to receive its planned special dividend of between 5% and 10% of PodcastOne’s common stock in aggregate as part of its intention to spin-out PodcastOne as a separate public company. Other criteria to determine LiveOne’s shareholders eligible for the special dividend shall be determined and announced by LiveOne at a later date.
In July 2022, LiveOne announced that PodcastOne closed a $8.1 Million financing at a post-money valuation of $68 million as part of its intention to spin-out PodcastOne as a separate public company and dividend of a portion of its common equity to 15K+ LiveOne shareholders (“Dividend”). LiveOne expects to file a Registration Statement on Form S-1 with respect to spin-out with the U.S. Securities and Exchange Commission by December 15, 2022, and expects to complete the spin-out by the end of its fiscal year ending March 31, 2023.
The planned spin-out, amount of the special dividend and LiveOne’s shareholders dividend eligibility shall be subject to obtaining applicable approvals and compliance with applicable rules and regulations and public market trading and listing requirements.
PodcastOne is a leading advertiser-supported podcast company, offering a 360-degree solution for both content creators and advertisers, including content development, brand integration and distribution. Acquired by LiveOne (NASDAQ: LVO) in 2020, the two entities have subsequently teamed to create a new video podcast (Vodcast) network under the LiveOne umbrella. Amassing more than 2.48 billion downloads per year with 300+ episodes distributed per week across a stable of hundreds of top podcast programs, including influencer talent such as Kaitlyn Bristowe, Steve Austin, Jordan Harbinger, Kail Lowry, Heather Dubrow, The LadyGang, Kevin Connolly, Kevin Dillon, Doug Ellin, Jay Cutler, Michael Irvin, Robert Horry and top-rated true crime shows including Bad Bad Thing, True Crime All the Time Unsolved, This is MONSTERS, Court Junkie, A&E's Cold Case Files, American Nightmare and more. Its shows are distributed across its own platform as well as LiveOne's owned-and-operated channels on mobile, mobile web, desktop and SmartTVs. PodcastOne is the parent company of LaunchpadOne, an innovative self-serve platform developed to launch, host, distribute and monetize independent user-generated podcasts. PodcastOne is the brainchild of Radio Hall of Famer, Norm Pattiz, also the founder of Network Radio-giant, Westwood One.
About LiveOne, Inc.
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (the "Company") is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. The Company was awarded Best Live Moment by Digiday for its “Social Gloves” PPV Event and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of September 30, 2022, the Company has accrued a paid and free ad-supported membership base of 2.55 million*, streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company's wholly-owned subsidiaries include Slacker Radio, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, LiveXLive, PPVOne and PodcastOne, which generates more than 2.1 billion downloads per year and 350 episodes produced per week across its stable of top-rated podcasts. LiveOne is available on iOS and Android mobile devices, Android Automotive, as well as Apple, Android, Roku, Amazon Fire, and Samsung TV devices. LiveOne also has a 24-7 linear OTT channel available on STIRR, through Zync (coming soon), and on LiveOne.com. For more information, visit www.liveone.com and follow us on Facebook, Instagram, TikTok, and Twitter at @liveone.
All statements other than statements of historical facts contained in this press release are "forward-looking statements," which may often, but not always, be identified by the use of such words as "may," "might," "will," "will likely result," "would," "should," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "continue," "target" or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company's reliance on one key customer for a substantial percentage of its revenue; the Company's ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of PodcastOne or its pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne's ability to list on a national exchange; the Company's ability to continue as a going concern; the Company's ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company's intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company's ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management's relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company's subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the "SEC") on June 29, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed with the SEC on August 15, 2022, and in the Company's other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligations to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
** Included in the total number of paid members for the reported periods are certain members which are the subject of a contractual dispute. LiveOne is currently not recognizing revenue related to these members.