Current Report Filing (8-k)
August 25 2022 - 5:02PM
Edgar (US Regulatory)
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2022-08-22
2022-08-22
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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): August 22, 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) |
☐ | 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 |
|
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, including the proposed spin-out of PodcastOne or its pay-per-view business, 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; PodcastOne’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 the Company’s 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 June 30, 2022, filed with the SEC
on August 15, 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: August 25, 2022 |
By: |
/s/
Robert S. Ellin |
|
Name: |
Robert S. Ellin |
|
Title: |
Chief Executive Officer and
Chairman of the Board of Directors |
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