LiveOne’s PodcastOne Signs Binding LOI to Acquire Fantasy Guru

– Purchase Price 500-800K Shares in PodcastOne at $8

– Adds 24K Subscribers at $8+ ARPU

– Expect to be Immediately Accretive Adding $2.5+ Million Revenues and over $600k in EBITDA

– PodcastOne Enters Booming Fantasy Sports Market Valued at Over $20 Billion

– Brings Fantasy Guru’s 20 Expert Creators Across Radio/Podcasts and 300K Fans of Fantasy Sports

– Artificial Intelligence Including ChatGPT Powers Fantasy Guru to Assist in the Predictions of Player Props and Building of Effective Daily Fantasy Sports Lineups

LOS ANGELES, CA, June 26, 2023 (GLOBE NEWSWIRE) — via NewMediaWire — LiveOne (NASDAQ: LVO), an award-winning, creator-first, music, entertainment and technology platform, announced today that it has signed a binding letter of intent to acquire 100% of Guru Fantasy Sports, Inc. (FantasyGuru.com) in an all stock transaction with consideration payable in shares of PodcastOne. If the acquisition is consummated, LiveOne intends to integrate Fantasy Guru as part of PodcastOne’s business.

Fantasy Guru is one of the leading fantasy football fantasy sports services, delivering innovative strategies, predictions, and player projections using web-based tools since 1995. It distributes information digitally to its online paid subscribers. It also brings established relationships with numerous gaming brands and advertisers.

Fantasy Guru’s CEO, Rob Brink, said, “This represents an exceptional opportunity for Fantasy Guru to join PodcastOne’s amazing network. I’m thrilled to be working with Kit and the entire PodcastOne team who truly understand our industry and share our vision for the future.”

“PodcastOne is thrilled to enter the high-value fantasy sports market with this industry-leading brand. Fantasy Guru brings highly attractive subscription revenue which we plan to grow and augment with additional products and services,” says Kit Gray. “There are enormous revenue synergy opportunities associated with this transaction.”

Jeff Mans, Chief Content Officer of Fantasy Guru, echoing the excitement, said, “The benefits of this transaction are exciting. PodcastOne will be an outstanding place for Fantasy Guru to showcase its industry-leading talent.”

The binding letter of intent contemplates an all-stock transaction whereby the sellers of Fantasy Guru would receive shares of PodcastOne’s restricted common stock, subject to PodcastOne becoming a publicly trading company. The transaction is expected to be accretive to both revenue and cash flow of PodcastOne immediately upon closing. Fantasy Guru brings over 24,000 paying subscribers with a monthly ARPU greater than $8.

The completion of the acquisition is contingent upon the parties entering into a long-form definitive agreement, if desired by the parties, and due diligence review by both parties and the fulfillment of standard and other closing conditions. It is anticipated that the acquisition will be completed during the third quarter of the calendar year 2023.

About Guru Fantasy Reports, Inc.

Fantasy Guru Fantasy Guru is one of the oldest fantasy football fantasy sports services, delivering innovative strategies, predictions, and player projections using web-based tools since 1995. It distributes information digitally to its over 24,000 paying subscribers. Fantasy Guru is a portfolio company of Orange Capital Ventures GP, LP.

About LiveOne, Inc.

Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (the “Company”) is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. The Company’s wholly-owned subsidiaries include Slacker Radio, a membership music streaming service, and PodcastOne, which generates more than 2.3 billion downloads per year, 350+ hours distributed weekly, and 14M+ monthly unique listeners. Nearly all new Tesla EVs sold in the U.S. come with a paid membership to LiveOne’s Slacker Radio (that now includes PodcastOne) which is paid by Tesla. As of June 16, 2023, the Company has accrued a paid and free ad-supported membership base of approximately 3.1 million, including over 2.2 million paid members*. The Company was awarded Best Live Moment by Digiday for its “Social Gloves” PPV Event, and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of February 9, 2023, the Company has streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company’s other wholly-owned subsidiaries include PPVOne, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, and LiveXLive, and the Company’s other majority-owned subsidiaries are Drumify and Splitmind. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, and through OTT, STIRR, and XUMO. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, YouTube and Twitter at @liveone.

Forward-Looking Statements

All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company’s reliance on one key customer for a substantial percentage of its revenue; the Company’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, including the proposed special dividend and spin-out of PodcastOne (the “Spin-Out”) and the Company’s pay-per-view business and the proposed merger of Slacker with Roth CH Acquisition V Co. (the “Proposed Business Combination”), the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s or Slacker’s ability to list on a national exchange; the Company’s ability to continue as a going concern; the Company’s ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company’s intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company’s ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, filed with the SEC on February 14, 2023, and in the Company’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

* Included in the total number of paid members for the reported periods are certain members which are the subject of a contractual dispute. LiveOne is currently not recognizing revenue related to these members.

Additional Information and Where to Find It

In connection with PodcastOne’s planned direct listing on a national exchange (the “Direct Listing”), PodcastOne has filed a Registration Statement on Form S-1 with the SEC (as amended, the “Registration Statement”), which was declared effective by the SEC on May 15, 2023. The Registration Statement may be obtained without charge at the SEC’s website at www.sec.gov or by writing to PodcastOne at 335 North Maple Drive, Suite 127, Beverly Hills, CA 90210.

INVESTORS AND SECURITY HOLDERS OF PODCASTONE AND LIVEONE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT PODCASTONE FILES WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PODCASTONE, LIVEONE, THE DIRECT LISTING AND THE RELATED TRANSACTIONS.

No Offer or Solicitation

This communication does not constitute a proxy statement or solicitation of a proxy, consent, vote or authorization with respect to any securities or in respect of the Spin-Out or the Proposed Business Combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange any securities, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Press Contact:
LiveOne
press@liveone.com

LiveOne IR Contact:
Kirin Smith
PCG Advisory
(646) 823-8656
ksmith@pcgadvisory.com