PodcastOne Inc SEC Filings

PodcastOne, Inc. (PODC) – Form 4 (filed 07/21/2025)

President Christopher Gray received an initial grant of 700,000 Restricted Stock Units (RSUs) on 06/27/2025 under his Employment Agreement effective 06/01/2025. The RSUs convert to common stock 1-for-1 and carry no exercise price.

Time-based vesting: 175,000 RSUs vest every six months, with full vesting after two years.
Performance accelerators: Each one-third tranche may vest sooner if the stock trades at or above $3.50, $5.00, and $10.00 respectively for 90 consecutive days during the agreement term.
Acceleration events: Immediate vesting on change of control, death, disability, or EA termination.

Following the grant, Gray beneficially owns 700,000 derivative securities and no change to his reported non-derivative holdings was disclosed. No purchase or sale of existing shares occurred; the filing records only the new RSU award. Potential share issuance represents dilution if vesting conditions are met but also strengthens alignment between executive compensation and shareholder value.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering $3.538 million of Autocallable Contingent Coupon Equity-Linked Securities linked to Target Corporation (TGT) stock, due July 6, 2027. The notes are unsecured senior obligations issued off the Series N MTN program and sold under prospectus supplement 424(b)(2).

Key economic terms:

• Stated principal: $1,000 per note; issue price 100%.
• Quarterly contingent coupon: 3.125 % (12.50 % p.a.) paid only if TGT’s closing price on the relevant valuation date is ≥ coupon barrier.
• Coupon & final barriers: $54.258 (55 % of the $98.65 initial underlying value).
• Autocall: On six scheduled dates from Dec 30 2025 to Mar 30 2027 the notes redeem at par plus coupon if TGT ≥ initial value.
• Maturity payment (if not called): Par if TGT ≥ final barrier; otherwise investors receive 10.13685 TGT shares (or cash equivalent), exposing them to full downside below the 55 % barrier and potentially total loss.
• Estimated value at pricing: $974.50 (2.55 % below issue price) reflecting structuring and hedging costs. Underwriting fee up to $18.50; net proceeds $981.50 per note.
• The securities will not be listed; liquidity is expected to be limited to CGMI’s discretionary secondary market.

Risk highlights (PS-6 to PS-9): investors may lose all principal if TGT falls >45 %; coupons are not guaranteed; early redemption can curtail income; exposure to Citi credit risk; product priced above estimated value; secondary market, if any, likely below issue price. U.S. federal tax treatment uncertain; withholding possible for non-U.S. holders.

Citi-specific impacts: The $3.5 million offering is immaterial to Citigroup’s capital base, but generates fee income and hedging flows. Because the product embeds short-put/long-bond economics, Citi hedges via equity derivatives, benefitting from bid/offer and funding spreads disclosed.

Borr Drilling Limited (BORR) has launched a preliminarily marketed public offering of 50 million common shares via a two-step settlement structure. Approximately 30 million shares are expected to settle on 7 July 2025 (the “First Settlement”) while the remaining 20 million will settle on or about 7 August 2025 (the “Second Settlement”) only if shareholders approve an increase in authorised share capital at a Special General Meeting (SGM) on 6 August 2025. The shares are listed on the NYSE; the last reported price on 1 July 2025 was $1.95.

Net proceeds—whose exact amount will depend on final pricing—are earmarked for general corporate purposes such as debt service, capital expenditure and working-capital needs. The equity raise is also a condition precedent for agreed amendments to Borr’s financing package: commitments have been received to lift the Super Senior Revolving Credit Facility to $200 million (+$50 million), re-classify the $45 million guarantee line, and add a new $34 million senior secured RCF, jointly raising available liquidity by more than $100 million and easing covenant thresholds (lower liquidity minimum, higher leverage ceiling, lower coverage ratios).

Operationally, Borr has booked 13 new contract awards/LOIs/LOAs in 2025, adding ~3,010 potential rig-days and $366 million of revenue backlog (average day-rate $121k). Contract coverage now stands at 84% for 2025 and 45% for 2026 at average day-rates of $144k and $141k, respectively.

Leadership refresh: CCO Bruno Morand will become CEO on 1 September 2025; current CEO Patrick Schorn will transition to Executive Chair, while Chairman Tor Olav Trøim will remain on the board. Investor Granular Capital’s CIO, Thiago Mordehachvili, is nominated to join the board, contingent on SGM approval to expand board size.

Several insiders—Schorn ($1 m), Morand ($0.3 m) and Drew Holding Ltd. ($10 m)—intend to subscribe, all electing to receive shares in the Second Settlement. If the SGM fails, only the First Settlement closes, leaving the remaining 20 million shares undelivered.