Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 4, 2024, Craig Foster notified PodcastOne, Inc. (the "Company") that he was resigning from service on the Company's board of directors (the "Board"), effective as of the same date, to pursue other current professional obligations. At the time of his resignation, Mr. Foster served on the Audit Committee and the Nominating and Corporate Governance Committee of the Board.

Mr. Foster's resignation is not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

To fill the vacancy created by Mr. Foster's resignation, the Company anticipates that one or more existing independent members of the Board will be appointed to its Audit Committee and/or the Nominating and Corporate Governance Committee and will also conduct a search to find a well-qualified candidate to serve on the Board and/or such committees that has the applicable experience and the necessary qualifications, skills and perspective.