Current Report Filing (8-k)
May 05 2022 - 7:32AM
Edgar (US Regulatory)
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2022-05-05
2022-05-05
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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 5, 2022
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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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(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) |
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Name of each exchange on which registered |
Common stock, $0.001 par value per share |
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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 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, spin-out, distribution 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, spin-out, distribution
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 intent to repurchase shares of its common stock from time to time under the stock repurchase
program and the timing, price, and quantity of repurchases, if any, under the program; 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, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 14, 2021, Quarterly Report on Form 10-Q
for the quarter ended June 30, 2021, filed with the SEC on August 16, 2021, Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, filed with the SEC on October 29, 2021, Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, filed with the
SEC on February 14, 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.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit No. |
|
Description |
99.1* |
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Corporate Presentation. |
104* |
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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.
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LIVEONE, INC. |
|
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Dated: May 5, 2022 |
By: |
/s/ Robert S. Ellin |
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Name: |
Robert S. Ellin |
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Title: |
Chief Executive Officer and
Chairman of the Board of Directors |
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