Business Context and Reporting Period
This Form 8-K, dated August 28, 2023 and signed September 1, 2023, was filed by Courtside Group, Inc. The request metadata identifies PodcastOne, Inc.; the filing itself identifies the registrant as Courtside Group, Inc. The filing reports executive compensation arrangements and the 2023 Annual Bonus Plan.
Key Financial and Operating Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating performance metrics.
- President Kit Gray’s annual base salary: $375,000.
- Target annual performance bonus: 100% of average annualized base salary for the applicable fiscal year.
- Equity awards: 325,000 Company restricted stock units and 150,000 LiveOne, Inc. restricted stock units.
Material Changes and Agreements
- On August 28, 2023, effective January 1, 2023, the company entered into a two-year employment agreement with Mr. Gray.
- Fifty percent of the RSUs vest on the one-year anniversary of the effective date; the remaining 50% vest in four equal quarterly installments, subject to continued employment, good standing, and the agreement remaining in effect.
- If the company has not completed a qualifying public listing when Company RSUs are settled, LiveOne shares may be issued instead at a stated ratio of 3.5 LiveOne shares for each 3.25 Company RSUs.
- The board approved the company’s 2023 Annual Bonus Plan on August 23, 2023, under terms previously reported in an August 15, 2023 Form 8-K.
Outlook, Risks, Contingencies, and Unusual Items
- If Mr. Gray is terminated without Cause or resigns for Good Reason, subject to specified conditions, the company must pay accrued amounts and continue base salary for the lesser of six months or the remaining agreement term.
- Such termination would also accelerate vesting of 100% of Mr. Gray’s unvested RSUs and other company equity awards, subject to an executed release and continuing confidentiality compliance.
- Upon specified company or LiveOne change-of-control events, 50% of the then-unvested applicable RSUs may vest if Mr. Gray remains employed through the event.
- The RSUs may be issued in private placements relying on Securities Act Section 4(a)(2) or Regulation D exemptions, or under Form S-8 registration statements if filed.
- The agreement includes post-employment non-interference, confidentiality, representations, warranties, and indemnification provisions.
Important Facts for Investors to Verify
- Confirm the registrant’s identity, because the filing names Courtside Group, Inc., while the request metadata names PodcastOne, Inc.
- Review Exhibit 10.1 for the complete employment agreement, including definitions of Cause, Good Reason, and change of control.
- Assess the potential dilution and expense associated with the 325,000 Company RSUs and 150,000 LiveOne RSUs.
- Verify whether the company has completed, or plans to complete, the defined Going Public Transaction, which affects settlement of Company RSUs.
- Review the previously filed August 15, 2023 Form 8-K for the detailed terms of the 2023 Annual Bonus Plan.