Current Report Filing (8-k)
May 12 2023 - 4:16PM
Edgar (US Regulatory)
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2023-05-11
2023-05-11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 11, 2023
LIVEONE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38249 |
|
98-0657263 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
269 South Beverly Drive, Suite 1450
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
(310) 601-2505
(Registrant’s telephone number, including
area code)
n/a
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common stock, $0.001 par value per share |
|
LVO |
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The NASDAQ Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
LiveOne, Inc. (the “Company”)
intends, from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences
the Company’s Corporate Presentation (the “Corporate Presentation”), which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The information in this Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except
as shall be expressly set forth by reference in such a filing.
The Company cautions you
that the Corporate Presentation contains “forward-looking statements.” Statements in the Corporate Presentation that are not
purely historical are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which
may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. These risks,
uncertainties and factors include, but are not limited to: the Company’s reliance on one key customer for a substantial percentage
of its revenue; the Company's ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution
or transaction, including the proposed special dividend and spin-out of PodcastOne and the Company’s pay-per-view business and the
proposed merger of Slacker with Roth CH Acquisition V Co., the timing of the consummation of any such proposed event, including the risks
that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation
of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any
such event will enhance shareholder value; PodcastOne’s or Slacker’s ability to list on a national exchange; the Company’s
ability to continue as a going concern; the Company’s ability to attract, maintain and increase the number of its users and paid
members; the Company identifying, acquiring, securing and developing content; the Company’s intent to repurchase shares of its common
stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under
the program; the Company’s ability to maintain compliance with certain financial and other covenants; the Company successfully implementing
its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders;
the Company’s ability to generate sufficient cash flow to make payments on its indebtedness and payables; the effects of the global
Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties
applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including, but not limited
to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities
and Exchange Commission (the “SEC”) on June 29, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2022, filed with the SEC on November 17, 2022, and in the Company’s other filings and submissions with the SEC. These forward-looking
statements speak only as of the date hereof, and the Company disclaims any obligations to update these statements, except as may be required
by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
|
Description |
99.1* |
|
Corporate Presentation. |
104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
LIVEONE, INC. |
|
|
Dated: May 12, 2023 |
By: |
/s/ Robert S. Ellin |
|
Name: |
Robert S. Ellin |
|
Title: |
Chief Executive Officer and
Chairman of the Board of Directors |
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