PodcastOne, Inc. filed a Form 8-K on November 4, 2026, disclosing that on October 29, 2026, it entered into a Forbearance Agreement and Amendment to Debentures with holders of LiveOne's 11.75% Original Issue Discount Senior Secured Convertible Debentures.

Key Highlights

  • Forbearance agreement dated October 29, 2026: PodcastOne, its majority parent LiveOne, Inc., and certain subsidiaries entered into the agreement with JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd., JGB Orpington, LLC, and Chicago Atlantic Adams, LLC as debenture holders.
  • 275,000 shares issued as fee: PodcastOne issued 275,000 shares of its common stock to the holders in a private placement as a fee for the lender parties' agreements under the forbearance arrangement.
  • Approximately $5,246,000 retained by agent: The agent was permitted to retain approximately $5,246,000 transferred from the loan parties prior to the effective date as repayment of outstanding principal and other amounts due.
  • Two staged payments required from LiveOne: LiveOne must pay $1,000,000 within 30 days of October 29, 2026, and an additional $1,250,000 within 60 days of that date, both applied to outstanding principal and obligations under the debentures.
  • Exit fee established: Upon the earlier of the maturity date or a company sale, LiveOne must pay a one-time cash exit fee equal to the greater of $1,000,000 or 1.5% of the amount by which company sale proceeds exceed $50,000,000.
  • Registration statement required within 30 days: LiveOne agreed to cause PodcastOne to file a registration statement to register the resale of the 275,000 shares within 30 days of October 29, 2026, with effectiveness required within 60 days; failure triggers liquidated damages of 2% per 30-day period, capped at 4%.

PodcastOne and LiveOne Enter Forbearance with Debenture Holders, Deferring Redemptions and Restructuring Payment Terms

According to the filing, PodcastOne, Inc. (NASDAQ:PODC), together with its majority parent LiveOne, Inc. and certain of their subsidiaries, executed a Forbearance Agreement and Amendment to Debentures on October 29, 2026 (the "Effective Date") with the holders of LiveOne's 11.75% Original Issue Discount Senior Secured Convertible Debentures. Those debentures were originally issued on May 19, 2025, pursuant to a Securities Purchase Agreement of the same date. The company disclosed that the holders' and agent's rights are secured by a Subsidiary Guarantee and Security Agreement, each dated May 19, 2025.

The filing states that during the forbearance period, the lender parties agreed to forbear from exercising rights and remedies in respect of any event of default that may have occurred under Section 7(a)(iii) of each debenture prior to the effective date. The forbearance period ends on the earliest of a forbearance termination event or payment in full of the obligations. Regarding monthly redemption rights, the company disclosed that the holder redemption right for October 2026 is waived, the November 2026 holder redemption amount is deferred to December 15, 2026, and holder redemption rights resume beginning with December 2026, with amounts due no later than the last trading day of each applicable month.

The filing further discloses that once the agent receives the initial payment and/or additional payment, together with the transferred funds, in an aggregate of not less than $7,500,000, LiveOne will no longer be required to maintain any minimum cash balance as currently required under the debentures. The 275,000 shares issued to the holders were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act, according to the filing. The full text of the agreement is filed as Exhibit 10.4 to the current report.

What Was Disclosed

PodcastOne disclosed its entry into a forbearance and debenture amendment agreement with its debenture holders, covering repayment terms, temporary forbearance from enforcement, deferred redemption rights, an exit fee structure, and the private placement issuance of 275,000 common shares as a lender fee.