Current Report Filing (8-k)
December 26 2019 - 5:18PM
Edgar (US Regulatory)
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): December 20, 2019
LIVEXLIVE
MEDIA, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38249
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98-0657263
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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9200
Sunset Boulevard, Suite #1201
West
Hollywood, CA 90069
(Address
of principal executive offices) (Zip Code)
(310) 601-2500
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4©)
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, $0.001 par value per share
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LIVX
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The
NASDAQ Capital Market
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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
1.01
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Entry
into a Material Definitive Agreement.
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On
December 20, 2019, LiveXLive Media, Inc. (the “Company”) entered into Amendment No. 5 (the “Amendment”)
to the Amended and Restated Employment Agreement, dated as of September 1, 2017 (as amended, the “Employment Agreement”),
with Jerome N. Gold, the Company’s Chief Strategy Officer and Executive Vice President. Pursuant to the Amendment, (i) the
term of the Employment Agreement was extended by an additional two years, (ii) Mr. Gold’s annual salary increased to $300,000
effective as of September 1, 2019, and (ii) Mr. Gold was granted 350,000 restricted stock units (the “Gold RSUs”).
The Gold RSUs were granted pursuant to the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Plan”).
66.6% of the Gold RSUs shall vest on September 1, 2021 (the “Initial Vesting Date”) and the remaining 33.4% of the
Gold RSUs shall vest on September 1, 2022 (the “Second Vesting Date” and together with the Initial Vesting Date, the
“Vesting Date”), subject to Mr. Gold’s continued employment with the Company through the applicable Vesting
Date. In the event of a “Change of Control” (as defined in the Amendment) any unvested portion of the Gold RSUs shall
vest immediately prior to such event, subject to Mr. Gold’s continued employment with the Company immediately through the
date of a Change of Control. Each vested Gold RSU shall be settled by delivery to Mr. Gold of one share of the Company’s
common stock on the first to occur of: (i) the date of a Change of Control, (ii) the date that is ten business days after the
appliable Vesting Date; (iii) the date of Mr. Gold’s death, and (iv) the date of Mr. Gold’s Disability (as defined
in his Employment Agreement). The Gold RSUs grant will be evidenced by the Company’s standard award agreement that shall
specify such other terms and conditions as the Company’s board of directors (the “Board”), in its sole discretion,
will determine in accordance with the terms and conditions of the 2016 Plan, including all terms, conditions and restrictions
related to the grant.
If
the vesting of Mr. Gold’s Equity Compensation (as defined in the Amendment), including the Gold RSUs, accelerates pursuant
to the terms of the Employment Agreement in the event of his death or Disability or termination by the Company without Cause or
by Mr. Gold for Good Reason (each as defined in the Employment Agreement), Mr. Gold shall be subject to a lock-up period of 12
months from the applicable accelerated vesting date (the “Lock-Up Period”). During the Lock-up Period, Mr. Gold agreed
not to dispose or transfer any shares of the Company’s common stock received under the Employment Agreement (including as
a result of settlement or exercise of any vested equity awards, including the Gold RSUs), subject to certain standard exceptions.
Subsequent to the expiration of the Lock-Up Period, for a period of one year, Mr. Gold shall not have the right to sell on each
trading day more than 10,000 shares of the Company’s common stock, as adjusted for any stock dividend, stock split or other
reclassification affecting the Company’s equity securities occurring after December 10, 2019 (the “Daily Trading Limit”);
provided, that the Daily Trading Limit shall not apply to the Company’s equity securities obtained by Mr. Gold in open market
transactions.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The
Gold RSUs were, and shares of the Company’s common stock underlying the Gold RSUs, if any, will be, issued in a private
placement that will rely upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended,
and/or Regulation D promulgated thereunder.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth in Item 1.01 above is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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*
Filed herewith.
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.
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LIVEXLIVE
MEDIA, INC.
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Dated:
December 26, 2019
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By:
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/s/ Robert
S. Ellin
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Name:
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Robert
S. Ellin
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Title:
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Chief
Executive Officer and
Chairman of the Board of Directors
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2
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