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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 4, 2024

 

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41795   35-2503373
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

269 South Beverly Drive, Suite 1450

Beverly Hills, CA 90212

(Address of principal executive offices) (Zip Code)

 

(310) 858-0888

(Registrant’s telephone number, including area code)

 

n/a

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.00001 par value per share   PODC   The NASDAQ Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 4, 2024, Craig Foster notified PodcastOne, Inc. (the “Company”) that he was resigning from service on the Company’s board of directors (the “Board”), effective as of the same date, to pursue other current professional obligations. At the time of his resignation, Mr. Foster served on the Audit Committee and the Nominating and Corporate Governance Committee of the Board.

 

Mr. Foster’s resignation is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

To fill the vacancy created by Mr. Foster’s resignation, the Company anticipates that one or more existing independent members of the Board will be appointed to its Audit Committee and/or the Nominating and Corporate Governance Committee and will also conduct a search to find a well-qualified candidate to serve on the Board and/or such committees that has the applicable experience and the necessary qualifications, skills and perspective.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PODCASTONE, INC.
   
Dated: October 10, 2024 By: /s/ Aaron Sullivan
  Name:  Aaron Sullivan
  Title: Chief Financial Officer

 

 

 

2

 

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Entity File Number 001-41795
Entity Registrant Name PODCASTONE, INC.
Entity Central Index Key 0001940177
Entity Tax Identification Number 35-2503373
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 269 South Beverly Drive
Entity Address, Address Line Two Suite 1450
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Title of 12(b) Security Common stock, $0.00001 par value per share
Trading Symbol PODC
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Elected Not To Use the Extended Transition Period false

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