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    PodcastOne Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

    2/12/26 4:31:41 PM ET
    $PODC
    Computer Software: Programming Data Processing
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    Get the next $PODC alert in real time by email
    false 0001940177 0001940177 2026-02-12 2026-02-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): February 12, 2026

     

    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.)

     

    345 North Maple Drive, Suite 295

    Beverly Hills, CA 90210

    (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

     

    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 2.02 Results of Operations and Financial Condition.

     

    On February 12, 2026, PodcastOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the third quarter and nine months ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

     

    The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

     

    Item 7.01 Regulation FD Disclosure.

     

    On February 11, 2026, the Company issued a press release announcing that it plans to hold a conference call and audio webcast to provide a business update and discuss its operating and financial results for the third quarter ended December 31, 2025 on February 12, 2026. A copy of the press release is attached hereto as Exhibit 99.2.

     

    The information included herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

     

    Item 9.01 Financial Statements and Exhibits.

     

    Exhibit Number   Description
    99.1*   Press release, dated February 12, 2026.
    99.2*   Press release, dated February 11, 2026.
    104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    *Furnished herewith.

     

    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: February 12, 2026 By: /s/ Ryan Carhart
      Name:  Ryan Carhart
      Title: Chief Financial Officer

     

    2

     

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