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Subsequent Events | 12 Months Ended
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Mar. 31, 2023
Subsequent Events |
Subsequent Events | Note 2 2 — Subsequent Events Subsequent to March 31, 2023 and as of June 28, 202 3, the Company repurchased 694,315 shares of its common stock at an average price of $1.46 per share. As of June 29, 2023, PodcastOne has not yet consummated the Direct Listing and accordingly, it has redeemed $3,000,000 of the outstanding Bridge Notes (other than the Bridge Notes issued to LiveOne). In May 2023, the Company achieved a favorable outcome in the Wantickets lawsuit described in Note 16 — Commitments and Contingencies, as the jury awarded damages to LXL Tickets in the amount greater than the amount of damages awarded to the plaintiffs. Neither amount is material to the Company. The plaintiffs have indicated their intent to appeal certain rulings in this matter. As of June 29, 2023, the plaintiffs have yet to file the appeal. On June 20, 2023 the Company entered into a binding letter of intent to acquire 100% of the equity interest in Guru Fantasy Reports, Inc. (“Guru Reports”) for $3.5 million to be paid out in shares of common stock of PodcastOne when it’s listing goes effective. The number of shares of common stock will be based on a value of $8.00 per share. The purchase price is contingent on Guru Reports having $2.2 million of GAAP revenue for the trialing twelve months from the purchase date verified by an independent auditor. On June 7, 2023, PodcastOne received a written notice from District 2 Capital Fund LP, in its capacity as a noteholder and noteholder agent for the Noteholders (as defined below) (the “Noteholders Agent”), that the Noteholder Agent alleges that an event of default has occurred with respect to those certain Subscription Agreements, dated as of July 15, 2022 (the “Subscription Agreements”), by and among PodcastOne, the Company, in its capacity as guarantor of certain PodcastOne obligations thereunder, and the respective noteholders party thereto (the “Noteholders”), and the related 10% Original Issue Discount Convertible Promissory Notes, dated as of July 15, 2022 (the "Notes"), made by PodcastOne in favor of the Noteholders (the “Notice”). The Notice indicates that an event of default has occurred as a result of PodcastOne not timely making the third redemption payment by June 3, 2023 under the terms of the Notes and the Subscription Agreements (the "Payment"), which payment the Notice states the Noteholders received on June 5, 2023, and provides that as a result the Noteholders Agent has declared all outstanding indebtedness represented by the Notes (other than the Company) to be immediately due and payable at the Mandatory Default Amount (as defined in the Notes), together with all reasonable out-of-pocket expenses of collection thereof, and that beginning from June 4, 2023, the outstanding principal amount of the Notes began accruing interest at a rate per annum equal to 16%, and demands for such payments to be immediately made in full to each Noteholder (other than the Company). As of June 29, 2023, the outstanding principal amount of the Notes, plus accrued interest (at the normal rate provided by the Notes), held by the Noteholders (other than LiveOne) is approximately $3.1 million. A description of the Subscription Agreements, the Notes and related agreements are contained elsewhere in this Annual Report and copies of such agreements are filed as exhibits to this Annual Report. The Company and PodcastOne strongly disagree with the claims in the Notice that an event of default has occurred and in good faith believe that an event of default has not occurred and assert that the Payment was timely made on June 3, 2023, that no event of default has occurred or is continuing, and consequently the demand for payment in the Notice is invalid. Accordingly the Company and PodcastOne believe that no further payments are required to the Noteholders until the maturity of the Notes, subject to their earlier automatic conversion upon the closing of a Qualified Financing or Qualified Event. The Company and PodcastOne have invited the Noteholders Agent to immediately reconsider and to rescind its Notice and request for payment. On June 20, 2023, the Company entered into a binding letter of intent to acquire Guru Fantasy Reports, Inc. (“Guru Reports”) for $3.5 million to be paid out in shares of common stock of PodcastOne, subject to standard and other closing conditions as set forth therein. If completed, the number of shares of common stock of PodcastOne will be based on a value of $8.00 per share.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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