(Note: This is NOT an IPO. This is a direct listing on the NASDAQ via a spin-out by Courtside’s parent, LiveOne Inc. (LVO), a NASDAQ-listed company. After the direct listing, LiveOne will still own about 82.3 percent of Courtside’s common stock and voting power. In a direct listing, there are no underwriters. Roth Capital Partners will serve as a financial advisor. In a direct listing, shares are sold by existing shareholders. No new capital is raised.)

PodcastOne (the “Company,” “PodcastOne,” “we,” “us” or “our”) is a leading podcast platform and publisher that makes its content available to audiences via all podcasting distribution platforms, including PodcastOne’s website (www.podcastone.com), Apple Podcasts, Spotify, Amazon Music and more. We are a majority owned subsidiary of LiveOne, Inc., a Delaware corporation and a Nasdaq-listed company (“LiveOne”). We have recently been ranked #14 on the list of Top Podcast Publishers by the podcast metric company, Podtrac. 

We also produce vodcasts (video podcasts), branded podcasts, merchandise and live events on behalf of our talent and clients. With a proven 360-degree advertiser solution for multiplatform integration opportunities and hyper-targeting, we deliver millions of monthly impressions, 14+ million monthly unique listeners, and 60+ million Interactive Advertising Bureau monthly downloads.

With content covering all verticals (i.e., sports, entertainment, true-crime, business, society & culture, self-help, etc.), we provide a platform for brands to reach their most sought after targeted audiences. Our operating model is focused on offering white glove service to our shows, talent and advertising clients. With an in-house sales, production, marketing and tech team, we believe PodcastOne delivers best-in-class services to our clients and talent than any other publisher in the marketplace. This has us well positioned to scale our operations while attracting talent who in turn, will bring in additional brand advertisers and revenue. We earn revenue through the sale of embedded host-read ads, dynamic ads (host-read and otherwise), segment sponsorships and programmatic monetization channels. We also provide the opportunity for clients to have 100% share of voice with branded podcast episodes or series as well as live tours, production, merchandise creation and fulfillment, and IP ownership for original programming.

In addition to our core business, we also built, own and operate a solution for the growing number of independent podcasters: LaunchPadOne. LaunchPadOne is our owned self-publishing podcast platform, created to provide a low or no cost tool for independent podcasters without access to parent podcasting networks or state of the art equipment to create and publish shows. LaunchPadOne serves as a talent pool for us to find new podcasts and talent.

**Note: Net income and revenue are for the 12 months that ended Dec. 31, 2022.

(Note: NASDAQ said the reference price is $8.00 for Courtside Group’s stock in its direct listing on NASDAQ, according to a NASDAQ statement issued Sept. 7, 2023. Courtside’s stock was expected to start trading at a price that was at least $8.00, the company said in a statement on Sept. 7, 2023. Courtside Group’s stock started trading Friday, Sept. 8, 2023, on NASDAQ at $4.30 – down $3.70 or off 46.25 percent from its $8.00 reference price )

(Note: Courtside Group Inc., doing business as PodCastOne, filed an S-1/A dated May 10, 2023, in which it increased the size of its NASDAQ direct listing to 10.29 million shares (10,294,736 shares) – up from from 9.43 million shares (9,426,665 shares) – at an undisclosed price. Background: Courtside Group Inc. filed an S-1/A dated April 26, 2023, in which it cut the size of its NASDAQ direct listing to 9.43 million shares (9,426,665 shares) – down from 9.74 million shares (9,744,326 shares) – at an as-yet undetermined price. On April 7, 2023, Courtside Group increased the size of its NASDAQ direct listing to 9.74 million shares from its initial size of 6.2 million shares – all at an as-yet undisclosed price. The S-1 filing was dated Dec. 27, 2022. The estimated proceeds figure of $100.0 million is strictly a placeholder figure.)

(Note: The May 10, 2023, filing (an S-1/A filing) also disclosed that at a future date, LiveOne will distribute a special dividend to its stockholders of up to 4.32 million shares (4,320,000 shares) of Courtside Group’s common stock. This represents an increase in the size of the future special dividend from 3.22 million shares – the amount cited in an April 7, 2023, S-1/A filing – which in turn was an increase from 1.3 million  shares –  the amount cited in the S-1 filing in late December 2022.)