As filed with the Securities and Exchange Commission
on December 29, 2023
Registration No. 333-________
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PodcastOne, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
35-2503373 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
335 N. Maple Drive, Suite 127, Beverly Hills,
CA 90210
(Address of Principal Executive Offices)(Zip Code)
PodcastOne, Inc.
2022 Equity Incentive Plan
(Full title of the plan)
Robert S. Ellin |
Executive Chairman
PodcastOne, Inc. |
335 N. Maple Drive, Suite 127
Beverly Hills, CA 90210 |
(310) 858-0888 |
(Name, address and telephone number, including
area code, of agent for service)
|
With a copy to: |
Sasha Ablovatskiy, Esq.
Jonathan Shechter, Esq. |
Foley Shechter Ablovatskiy LLP |
1180 Avenue of the Americas, 8th Floor,
New York, NY 10036 |
(212) 335-0465 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer ☐
Non-accelerated filer ☒ |
|
Accelerated filer ☐
Smaller reporting company ☒
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. ☐
EXPLANATORY STATEMENT
This Registration Statement
on Form S-8 registers the offer and sale of 2,000,000 shares of common stock, $0.00001 par value per share, of PodcastOne, Inc. (the
“Company,” “we,” “us” or “our”) for issuance under the Company’s 2022 Equity Incentive
Plan (the “2022 Plan”).
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
Item 1. Plan Information.
We will provide each recipient
(a “Recipient”) of a grant under the 2022 Plan with documents that contain information related to the 2022 Plan, and other
information including, but not limited to, the disclosure required by Item 1 of Form S-8, which information is not required to be and
is not being filed as a part of this Registration Statement on Form S-8 (this “registration statement”) or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). The foregoing
information and the documents incorporated by reference in response to Item 3 of Part II of this registration statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus will be given
to each Recipient who receives common stock covered by this registration statement, in accordance with Rule 428(b)(1) under the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual
Information.
We will provide to each
Recipient a written statement advising of the availability of documents incorporated by reference in Item 3 of Part II of this registration
statement (which documents are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered
pursuant to Rule 428(b) under the Securities Act without charge and upon written or oral request by contacting:
Aaron Sullivan |
Interim Chief Financial Officer
PodcastOne, Inc. |
335 N. Maple Dr., Suite 127, Beverly Hills, CA 90210 |
(310) 858-0888 |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents
previously filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| ● | the
Company’s Special Financial Report on Form 10-K for the fiscal year ended March 31,
2023, filed with the SEC on June 29, 2023 (File No. 333-269028); |
| ● | the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and September
30, 2023, filed with the SEC on August 15, 2023 (File No. 333-269028) and November 20, 2023
(File No. 001-41795), respectively; |
| ● | the
Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2023, August 15, 2023, August 28, 2023, September 1, 2023, September 18, 2023 and September 27, 2023; and |
| ● | the
description of the Company’s common stock contained in the Company’s Registration
Statement on Form S-1 (File No. 333-269028), filed with the SEC on December 27, 2022, including
any amendment or report filed for the purpose of updating such description. |
All documents we file with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any report or documents that
is not deemed filed under such provisions, (1) on or after the date of filing of the registration statement containing this prospectus
and prior to the effectiveness of the registration statement, and (2) on or after the date of this prospectus until the earlier of the
date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus is a part
has been withdrawn, shall be deemed incorporated by reference in this prospectus and to be a part of this prospectus from the date of
filing of those documents.
Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein or in any other subsequently filed document, which also
is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Under no circumstances
will any information filed under items 2.02 or 7.01 of a Current Report on Form 8-K be deemed to be incorporated by reference, unless
such Current Report on Form 8-K expressly provides to the contrary.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain partners of Foley
Shechter Ablovatskiy LLP own shares of our common stock, which represent, in the aggregate, beneficial ownership of less than 1% of our
common stock. No expert named in the registration statement as having prepared or certified any part thereof (or is named as having prepared
or certified a report or valuation for use in connection with such registration statement) or counsel named in the registration statement
as having given an opinion upon the validity of the securities being offered pursuant to this registration statement or upon other legal
matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also, other
than as set forth herein, at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness
of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates,
no such person had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our Company or
any of our parents or subsidiaries. Nor was any such person connected with our Company or any of our parents or subsidiaries as a promoter,
managing or principal underwriter, voting trustee, director, officer or employee.
Item 6. Indemnification of Directors and Officers
Section 102 of the
General Corporation Law of the State of Delaware (the “DGCL”) permits a corporation to eliminate the personal liability of
its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached
his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.
Our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), contains provisions that limit
the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will
not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability
for:
| ● | any
breach of the director’s duty of loyalty to us or our stockholders; |
| ● | any
act or omission not in good faith or that involves intentional misconduct or a knowing violation
of law; |
| ● | unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law; or |
| ● | any
transaction from which the director derived an improper personal benefit. |
Section 145 of the
DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other
persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding
to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines
that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Our Certificate of Incorporation
and Amended and Restated Bylaws (the “Bylaws”) provide that we are required to indemnify our directors and officers, in each
case to the fullest extent permitted by Delaware law. Our amended and restated bylaws also provide that we are obligated to advance expenses
incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance
on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless
of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law.
The limitation of liability
and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against
our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our
directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s
investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers
as required by these indemnification provisions
In addition, in the future,
we may enter into indemnification agreements with our directors and officers and some of our executives may have certain indemnification
rights arising under their employment agreements with us. These indemnification agreements may require us, among other things, to indemnify
our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a
director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our
subsidiaries or any other company or enterprise to which the person provides services at our request.
These indemnification provisions
and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act. We have been advised that, in the opinion of the SEC,
indemnification of directors or officers for liabilities arising under the Securities Act is against public policy and, therefore, such
indemnification provisions may be unenforceable.
We also maintain a general
liability insurance policy that covers certain liabilities of directors and officers of our Company arising out of claims based on acts
or omissions in their capacities as directors or officers, whether or not we would have the power to indemnify such person against such
liability under the DGCL or the provisions of our Certificate of Incorporation or Bylaws.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed with or incorporated
by reference into this registration statement:
Exhibit
Number |
|
Description |
3.1 |
|
Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2023). |
3.2 |
|
Certificate of Amendment, dated September 21, 2023, to the Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 27, 2023). |
3.3 |
|
Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2023). |
4.1 |
|
Form
of 10% Original Issued Discount Convertible Promissory Note, dated July 15, 2022, issued by the Company to the Purchasers (Incorporated
by reference to Exhibit 4.2 to the Company’s Registration Statement, as amended, filed with the SEC on December 27, 2022). |
4.2 |
|
Form
of Warrants, dated July 15, 2022, issued by the Company to the Purchasers (Incorporated by reference to Exhibit 4.3 to the Company’s
Registration Statement, as amended, filed with the SEC on December 27, 2022). |
5.1* |
|
Opinion of Foley Shechter Ablovatskiy LLP |
10.1 |
|
Form
of Subscription Agreement, dated as of July 15, 2022, between the Company and the Purchasers (Incorporated by reference to Exhibit
10.1 to the Company’s Registration Statement, as amended, filed with the SEC on December 27, 2022). |
10.2† |
|
The
Company’s 2022 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement,
as amended, filed with the SEC on December 27, 2022). |
10.3† |
|
Form
of Director Option Agreement under the 2022 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s
Registration Statement, as amended, filed with the SEC on March 13, 2023). |
10.4† |
|
Form
of Employee Option Agreement under the 2022 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s
Registration Statement, as amended, filed with the SEC on March 13, 2023). |
10.5† |
|
Employment Agreement, dated as of August 28, 2023, between the Company and Kit Gray (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 1, 2023). |
10.6† |
|
Employment Agreement, dated as of August 9, 2023, between the Company and Sue McNamara (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2023). |
10.7† |
|
Form
of Indemnification Agreement between the Company and each of its directors and executive officers (Incorporated by reference to Exhibit
10.6 to the Company’s Registration Statement, as amended, filed with the SEC on March 13, 2023). |
10.8 |
|
Form
of Lock-Up Agreement between the Company and each of its directors and executive officers (Incorporated by reference to Exhibit 10.7
to the Company’s Registration Statement, as amended, filed with the SEC on March 13, 2023). |
10.9 |
|
Form
of Lock-Up Agreement between the Company and each of the Purchasers (Incorporated by reference to Exhibit 10.8 to the Company’s
Registration Statement, as amended, filed with the SEC on March 13, 2023). |
10.10 |
|
Form
of Administrative Services Agreement (Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement, as
amended, filed with the SEC on May 10, 2023). |
10.11 |
|
Form
of Separation Agreement (Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement, as amended, filed
with the SEC on May 10, 2023). |
10.12† |
|
The Company’s 2023 Annual Bonus Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2023). |
23.1* |
|
Consent of Macias Gini & O’Connell LLP, independent registered public accounting firm. |
23.2* |
|
Consent of Foley Shechter Ablovatskiy LLP (included as part of Exhibit 5.1) |
107 |
|
Fee Table |
† |
Management contract or compensatory plan or arrangement. |
* |
Filed herewith. |
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) to file, during any
period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:
(i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration
statement;. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offered range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) to include
any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material
change to such information in this registration statement;
provided, however, that Paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§239.16b of this chapter), and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC
by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated
by reference in the registration statement.
(2) that, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3 to remove from registration
by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in the first paragraph of Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on December 29, 2023.
|
PODCASTONE, INC. |
|
|
|
|
By: |
/s/ Kit Gray |
|
Name: |
Kit Gray |
|
Title: |
President (Principal Executive Officer) |
POWER OF ATTORNEY
The registrant and each
person whose signature appears below constitutes and appoints Kit Gray, Robert S. Ellin and Aaron Sullivan and each of them singly, his,
her or its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him, her or it and in
his, her or its name, place and stead, in any and all capacities, to sign and file any and all amendments (including post-effective amendments)
to this registration statement on Form S-8, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he,
she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the
date indicated.
Name |
|
Title |
|
Date |
|
|
|
|
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/s/ Robert Ellin |
|
Executive Chairman |
|
December 29, 2023 |
Robert Ellin |
|
|
|
|
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/s/ Aaron Sullivan |
|
Interim Chief Financial Officer, |
|
December 29, 2023 |
Aaron Sullivan |
|
Executive Vice President and Secretary |
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ James Berk |
|
Director |
|
December 29, 2023 |
James Berk |
|
|
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|
|
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/s/ Craig Foster |
|
Director |
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December 29, 2023 |
Craig Foster |
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|
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/s/ Jay Krigsman |
|
Director |
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December 29, 2023 |
Jay Krigsman |
|
|
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|
|
|
|
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/s/ Patrick Wachsberger |
|
Director |
|
December 29, 2023 |
Patrick Wachsberger |
|
|
|
|
|
|
|
|
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/s/ Ramin Arani |
|
Director |
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December 29, 2023 |
Ramin Arani |
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|
|
|
Exhibit
5.1
1180
Avenue of the Americas | 8th Floor
New
York, NY 10036
Dial:
212.335.0466
Fax:
917.688.4092
info@foleyshechter.com
www.foleyshechter.com
December
29, 2023
PodcastOne,
Inc.
335 North Maple Drive, Suite 127
Beverly
Hills, CA 90210
Ladies
and Gentlemen:
We
have acted as counsel to PodcastOne, Inc., a Delaware corporation (the “Company” or “you”), and have examined
the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange
Commission (the “Commission”) on December 29, 2023, in connection with the registration under the Securities Act of 1933,
as amended (the “Securities Act”), of 2,000,000 shares (the “Shares”) of the Company’s common stock, $0.00001
par value per share (the “Common Stock”), issuable under the Company’s 2022 Equity Incentive Plan (the “Plan”).
In
connection herewith, we have examined the Plan and the Registration Statement. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws, each as currently in effect, and such other corporate records, agreements and instruments of the Company, and certificates of
public officials and officers of the Company, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate
as a basis for us to render the opinion hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of
all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic
transmission, or which we obtained from the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“Edgar”)
or other sites maintained by a court or governmental authority or regulatory body and the authenticity of the originals of such latter
documents. If any documents we examined in printed, word processed or similar form has been filed with the Commission on Edgar or such
court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined
except for formatting changes.
When
relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements
of governmental officials and upon representations made in or pursuant to the Registration Statement and certificates or statements of
appropriate representatives of the Company.
Based
upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares
have been duly authorized and, when issued, paid for, if such payment is required by the applicable award agreement, and delivered pursuant
to the terms and in the manner set forth in the Plan and any relevant agreements thereunder, and assuming that the Shares have been and
remain duly reserved for issuance within the limits of the Common Stock then remaining authorized but unissued, the Shares will be validly
issued, fully paid and nonassessable.
In
addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinion set forth herein is further
limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions: our opinion herein
reflects only the application of the General Corporation Law of the State of Delaware (including the statutory provisions, the applicable
provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). We express no opinion herein as
to any other laws, statutes, regulations or ordinances. The opinion set forth herein is made as of the date hereof and is subject
to, and may be limited by, future changes in factual matters, and we undertake no duty to advise you of the same. The opinion expressed
herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation
to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our
opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules
or regulations of any other jurisdiction, court or administrative agency.
This
opinion letter is being delivered by us in connection with the filing of the Registration Statement with the Commission. We do not render
any opinions except as set forth above. We hereby consent to the inclusion of this opinion letter as Exhibit 5.1 to the Registration
Statement and to the reference to this firm in the Registration Statement. In giving this consent, we do not thereby concede that we
are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission
thereunder.
|
Sincerely yours, |
|
|
|
/s/ Foley Shechter Ablovatskiy LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
PodcastOne, Inc.
Beverly Hills, CA
We hereby consent to the incorporation by reference
in the Registration Statement of our report dated June 29, 2023, relating to the consolidated financial statements of PodcastOne, Inc.’s
(the “Company”), formerly known as Courtside Group, Inc., appearing in the Company’s Special Financial Report on Form
10-K for the year ended March 31, 2023. Our report contains an explanatory paragraph regarding the Company’s ability to continue
as a going concern.
/s/ Macias Gini & O’Connell LLP |
|
|
|
Los Angeles, CA |
|
December 29, 2023 |
|
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
PodcastOne, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | |
Security Class Title | |
Fee Calculation Rule (1) | |
Amount Registered (2) | | |
Proposed Maximum Offering Price Per Unit (1) | | |
Maximum Aggregate Offering Price (1) | | |
Fee Rate | | |
Amount of Registration Fee | |
Equity | |
Common Stock, $0.00001 par value per share | |
Other | |
| 2,000,000 | | |
$ | 1.70 | | |
$ | 3,400,000 | | |
| 0.00014760 | | |
$ | 501.84 | |
Total Offering Amounts | | |
| — | | |
$ | 3,400,000 | | |
| — | | |
$ | 501.84 | |
Total Fee Offsets | | |
| — | | |
| — | | |
| — | | |
| — | |
Net Fees Due | | |
| — | | |
| — | | |
| — | | |
$ | 501.84 | |
(1) |
Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the average of the high and low prices per share of Registrant’s Common Stock on December 27, 2023 as reported by The Nasdaq Stock Market. |
(2) |
Covers 2,000,000 shares of the Registrant’s common stock, $0.00001 par value per share (“Common Stock”), issuable under the Registrant’s 2022 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416 promulgated under the Securities Act, this registration statement shall also be deemed to cover any additional shares of Common Stock that may from time to time be offered or issued under the Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions that increases the number of outstanding shares of Common Stock. |
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