PodcastOne Forms Special Committee After Inbound Acquisition Interest

PodcastOne, a podcast publisher and ad sales network, said it has received inbound interest from multiple strategic parties regarding a potential acquisition of the company and is in discussions with each of them, according to a company announcement issued on Wednesday, Oct. 28. In response, the Nasdaq-listed company's board of directors formed a special committee of independent directors to oversee the process and said it intends to retain an investment banker to help evaluate the proposals and other alternatives to maximize shareholder value.

The company did not name any of the interested parties or disclose proposed terms. It said there can be no assurance that the process will result in a transaction and that it does not intend to comment further unless and until it determines disclosure is appropriate or required.

What the company says it is worth

In the announcement, the board said it believes PodcastOne's current stock price does not reflect the value of its business. The company described itself as the No. 6 U.S. podcast publisher according to Podtrac, with more than 200 podcasters, more than 1 billion monthly impressions and $61.7 million in revenue for fiscal 2026. It also pointed to 750,000 hours of content that it said could support AI training and data licensing opportunities, as well as television, film and streaming opportunities built on creator-driven intellectual property.

"The level of strategic interest we are seeing supports the Board's long-held view that the market has not valued our platform for what it has achieved. We intend to run a rigorous, competitive process on behalf of all shareholders," Robert Ellin, executive chairman of PodcastOne, said in the statement. The company said it expects to select a financial advisor in the near term and will continue talks with interested parties while the process is structured.

Shareholder pressure and market reaction

The announcement followed a push from an outside investor. Podnews reported on Friday, Oct. 30, that one of PodcastOne's shareholders had sent the company a letter telling it to retain an investment bank or strategic advisor and saying its shares were undervalued. A Schedule 13D/A filed with the Securities and Exchange Commission on Tuesday, Oct. 27, shows that the letter came from Galloway Capital Partners, which reported beneficial ownership of 893,000 PodcastOne shares, or about 2.95% of the outstanding common stock. In the letter, dated Oct. 27 and addressed to Ellin, Galloway Capital chief executive Bruce Galloway wrote that a valuation of three to four times the firm's estimated annual revenue of $65 million to $75 million implies an enterprise value of approximately $195 million to $300 million, which he said could translate to approximately $6.50 to $10 per share at the upper end. The letter also stated that PodcastOne ranked eighth among participating U.S. podcast publishers and networks measured by Podtrac in September 2026, reaching approximately 5.8 million unique U.S. listeners.

Investors responded quickly to the company's disclosure. Inside Radio reported that PodcastOne shares rose 36% on Wednesday to close at $2.45. Market analysis site Tickeron reported that the stock had closed the previous session at $1.80. By Friday, Podnews reported that the shares were up around 50% on the news and trading at around $2.59, while noting that they had traded at more than $5 in May.

A strategic review already underway

The potential sale comes about a month after PodcastOne's largest shareholder, LiveOne, said it was examining the company's structure. In September, LiveOne said it was working with bankers to explore a potential consolidation of PodcastOne back into the parent company, a move executives said could save as much as $3.5 million a year by eliminating duplicated public-company costs, according to Podcast News Daily. The trade publication reported at the time that LiveOne had bought 1.47 million PodcastOne shares since March 31, bringing its holdings to 20.8 million shares.

LiveOne spun PodcastOne out as a separate public company in September 2023. According to Podcast News Daily, the stock fell from $8 per share to under $3.50 within weeks of its debut and reached an all-time low of about $1.40 in October 2024. The outlet reported that Ellin, who is also chief executive of LiveOne, told investors that LiveOne had more than $400 million of potential deals in its pipeline and was receiving inbound interest from strategic and financial buyers. "We can buy, merge, partner, or monetize assets depending on which path creates the greatest value for our shareholders," Ellin said, according to the publication.

Recent results and industry dealmaking

PodcastOne's most recent quarterly report, for the three months ended June 30, 2026, showed record revenue of $16.1 million, up 8% from a year earlier, and record adjusted EBITDA of $1.6 million, according to a company release issued on Aug. 12. The company reported a net loss of about $1.6 million, or $0.05 per share, for the quarter. In the same release, it said it had reached its highest-ever Podtrac ranking at No. 6 and had acquired The Magnificent Others with Billy Corgan and Life Happens with Barb and Michelle.

Inside Radio reported that PodcastOne President Kit Gray told investors last month that the company also continues to consider its own acquisitions, including companies involved in podcast representation, paywalls and technology. Podcast News Daily reported in September that Gray predicted dealmaking among both larger and smaller podcast companies over the next six to 12 months. "There's more and more companies with great opportunities and great ideas," Gray said, according to the publication. PodcastOne has not said how long its review of the acquisition interest is expected to take.