SEC Comment Letter 0000000000-24-014135 to PodcastOne, Inc. (PODC)
PodcastOne, Inc.
Date: Dec. 20, 2024 · CIK: 0001940177 · Accession: 0000000000-24-014135
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283818
Letter
December 20, 2024 Aaron Sullivan Chief Financial Officer PodcastOne, Inc. 345 North Maple Drive, Suite 295 Beverly Hills, CA 90210 Re:PodcastOne, Inc. Registration Statement on Form S-3 Filed December 13, 2024 File No 333-283818 Dear Aaron Sullivan: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 General 1.Please revise the cover page and elsewhere to disclose the number of warrants covered by this registration statement. Also, please include a revised legality opinion that specifies the number of warrants covered by the legality opinion. Lastly, ensure you provide the selling stockholder disclosure required by Item 507 of Regulation S-K for the warrants. Signatures, page II-6 2.We note your principal executive officer signed the registration on behalf of the registrant. Please also ensure your principal executive officer signs the registration statement in his individual capacity.
December 20, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Uwem Bassey at 202-551-3433 or Mitchell Austin at 202-551-3574 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Sasha Ablovatskiy
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December 20, 2024
Aaron Sullivan
Chief Financial Officer
PodcastOne, Inc.
345 North Maple Drive, Suite 295
Beverly Hills, CA 90210
Re:PodcastOne, Inc.
Registration Statement on Form S-3
Filed December 13, 2024
File No 333-283818
Dear Aaron Sullivan:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.Please revise the cover page and elsewhere to disclose the number of warrants
covered by this registration statement. Also, please include a revised legality opinion
that specifies the number of warrants covered by the legality opinion. Lastly, ensure
you provide the selling stockholder disclosure required by Item 507 of Regulation S-K
for the warrants.
Signatures, page II-6
2.We note your principal executive officer signed the registration on behalf of the
registrant. Please also ensure your principal executive officer signs the registration
statement in his individual capacity.
December 20, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Uwem Bassey at 202-551-3433 or Mitchell Austin at 202-551-3574
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Sasha Ablovatskiy