LiveOne Plans to Dividend a Portion of PodcastOne’s Common Equity to LiveOne’s More Than 15,000 Stockholders as of a Future Record Date

PodcastOne Expects Record Quarterly Revenue in Excess of

$9 Million

in the Quarter Ended

June 30, 2022

LiveOne Invested Alongside New Institutional Investors as Demonstration of Its Confidence in PodcastOne and Its Management’s Ability to




Acquire Podcast Platforms and Attract Significant Podcast Talent

PodcastOne Ranked #8 On Podtrac’s List of Top U.S. Podcast Publishers in

May 2022

with U.S. Unique Monthly Audience Exceeding 6.9 Million

LiveOne Reiterates Its Previously Announced Plan to Also Spinout its Pay-Per-View Business Before Year End

LOS ANGELES


,


July 15, 2022


/PRNewswire/ —


LiveOne


(Nasdaq: LVO), 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, announced today its intention to spin-out its wholly owned subsidiary,




PodcastOne


, as a separate public company to be listed on a national exchange and its plan to dividend a portion of PodcastOne’s common equity to LiveOne’s more than 15,000 stockholders as of a future record date, anticipated to be completed by year-end, in each case subject to obtaining applicable approvals and consents and complying with applicable rules and regulations and public market trading and listing requirements. In connection with the anticipated spin-out, PodcastOne closed a private placement financing of convertible notes and warrants totaling approximately

$8.1 million

prior to offering expenses, including

$3 million

invested by LiveOne, whereby the terms of the financing value PodcastOne at a pre-money valuation of

$60 million

.

PodcastOne is the leading advertiser-supported on-demand digital podcast company, offering a 360-degree solution for both content creators and advertisers, including content development, brand integration and distribution.


Acquired by LiveOne in 2020, PodcastOne has had more than 2.1 billion downloads a year since its acquisition, across the more than 350 weekly episodes it distributes. It boasts a roster of top podcast programs, including top influencer talent like

Adam Carolla

,

Kaitlyn Bristowe

, Jordan Harbinger, The LADYGANG, Kail Lowry, T-Pain,

Jay Cutler

and

Michael Irvin

.

According to the Interactive Advertising Bureau (“IAB”) and PwC’s 2021


U.S. Podcast Advertising Revenue Study


, in 2021, U.S. podcast advertising revenues rose to

$1.4 billion

, surpassing the

$1 billion

mark for the first time, a revenue increase of 72% year over year. IAB also forecasts that the market will exceed

$2 billion

in 2022 and will be over

$4 billion

by 2024.

Commenting on the announcement, LiveOne’s CEO,

Robert Ellin

, stated, “The goal of both our management team and board of directors is to maximize stockholder value. PodcastOne has been a tremendous addition to LiveOne since our acquisition in 2020, and we feel strongly that the market value of our stock dramatically undervalues the sum of our parts, which includes our PodcastOne subsidiary. Upon the successful completion of the spin out, we believe PodcastOne will be the only major pure play podcast company trading on a national exchange.”

PodcastOne’s President,

Kit Gray

, commented, “The podcasting business has exploded over the past five years and PodcastOne is one of the largest independent podcast companies in the world. The company is one of only two independent podcasting publishers in the top 10 of




Podtrac’s list of Top Publishers


. We believe that by trading as a separate public company, PodcastOne will have the opportunity to access the public capital markets as well as be better positioned to both acquire podcast platforms and attract significant podcast talent.”

As part of the private placement, LiveOne invested

$3 million

. For additional information on the financing, please review LiveOne’s Current Report on Form 8-K to filed with the U.S. Securities and Exchange Commission. There can be no assurance that LiveOne’s efforts will result in the planned spin-out of PodcastOne or its pay-per-view business as a separate public company, the planned distribution of a portion of PodcastOne’s common equity to LiveOne’s stockholders or with respect to the timing of such plans.

Joseph Gunnar

& Co., LLC acted as the sole placement agent for the private placement to institutional and accredited investors.

The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other jurisdiction’s securities laws, and may not be resold absent registration under, or exemption from registration under, the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

PodcastOne’s select anticipated financial results for the quarter ended

June 30, 2022

(“Q1 Fiscal 2023”) discussed in this press release are based on management’s preliminary unaudited analysis of financial results for such quarter. As of the date of this press release, LiveOne has not completed its financial statement reporting process for Q1 Fiscal 2023, and LiveOne’s independent registered accounting firm has not audited the preliminary financial data discussed in this press release. During the course of LiveOne’s quarter-end closing procedures and review process, LiveOne may identify items that would require it to make adjustments, which may be material, to the information presented above. As a result, the estimates above constitute forward-looking information and are subject to risks and uncertainties, including possible adjustments to preliminary financial results.

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 2.1 billion downloads per year with 350 episodes distributed per week across a stable of hundreds of top podcast programs, including influencer talent like

Adam Carolla

,

Kaitlyn Bristowe

,

Steve Austin

, Armando “Pitbull” Perez, Jordan Harbinger,

Heather Dubrow

, The LadyGang, Dr. Drew,

Jay Cutler

,

Brett Favre

,

Robert Horry

and top-rated true crime shows including Bad Bad Thing, True Crime All the Time Unsolved, The Prosecutors, 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 SmartTV’s. PodcastOne is the parent company of


LaunchpadOne


, an innovative self-serve platform developed to launch, host, distribute and monetize independent user-generated podcasts. PodcastOne ranked #8 on Podtrac’s list of Top U.S. Podcast Publishers in

May 2022

. PodcastOne is the brainchild of Radio Hall of Famer,

Norm Pattiz

, also the founder of Network Radio-giant, Westwood One.

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. As of

May 31, 2022

, the Company has accrued a paid and free membership base of over 2.3 million**, streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, nearly 270 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


,




React Presents


,




Gramophone Media


,




Palm Beach Records


, Custom Personalization Solutions, LiveXLive, PPVOne and


PodcastOne


, which generates more than 2.48 billion downloads per year and 300+ episodes distributed per week across its stable of top-rated podcasts. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, and through OTT, STIRR, and XUMO. 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, distribution or transaction, including the proposed spin-out of PodcastOne or its pay-per-view business, the timing of the closing of such proposed event, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all, or that the closing of any proposed financing, acquisition, spin-out, 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; 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

, 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.

LiveOne IR Contact:

(310) 601-2505

[email protected]

Press Contact:

LiveOne

[email protected]

917.842.9653

[email protected]

516.522.1349

View original content to download multimedia:

https://www.prnewswire.com/news-releases/liveones-wholly-owned-subsidiary-podcastone-closes-8-1-million-financing-at-a-pre-money-valuation-of-60-million-as-part-of-its-intention-to-spin-out-podcastone-as-a-separate-public-company-before-year-end-301587529.html

SOURCE LiveOne, Inc.