Current Report Filing (8-k)
March 02 2021 - 4:55PM
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): March 2, 2021
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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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):
☐
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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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Pre-commencement communications pursuant to Rule 13e-4© 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 7.01 Regulation FD Disclosure.
LiveXLive Media, 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 factors include risks and uncertainties as to: the Company's reliance on one key customer for a substantial
percentage of the Company’s revenue; the Company's ability to consummate any proposed financing, acquisition or transaction,
the timing of the closing of such proposed event, including the risks that a condition to closing would not be satisfied within
the expected timeframe or at all, or that the closing of any proposed financing, acquisition or transaction will not occur or whether
any such event will enhance shareholder value; 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 subscribers; the Company identifying, acquiring, securing and developing
content; 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 outcome(s) of any legal proceedings pending or that may be instituted against the Company; the Company’s
ability to generate sufficient cash flow to make payments on its indebtedness; the effects of the global Covid-19 pandemic; 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, 2020, filed with the U.S. Securities and Exchange Commission (the "SEC") on June 26,
2020, Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, filed with the SEC on February 16, 2021, 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.
Item
9.01 Financial Statements and Exhibits.
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: March 2, 2021
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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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