Current Report Filing (8-k)
November 03 2022 - 4:31PM
Edgar (US Regulatory)
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0001491419
2022-10-28
2022-10-28
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xbrli:shares
iso4217:USD
xbrli:shares
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):
October 28, 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 28, 2022, LiveOne,
Inc. (the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market,
LLC (“Nasdaq”) notifying the Company that, based on the closing bid price for the previous 30 consecutive business days, the
listing of the Company’s shares of common stock was not in compliance with Nasdaq Listing Rule 5550(a)(2) to maintain a minimum
bid price of $1.00 per share (the “Bid Price Rule”).
The letter from Nasdaq has
no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market. In accordance with Nasdaq Listing
Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from October 28, 2022, to regain compliance with the Bid Price Rule.
To regain compliance during this 180-day compliance period, the closing bid price of the Company’s shares of common stock must be
at least $1.00 for a minimum of ten consecutive business days.
In the event that the Company
does not regain compliance with the Bid Price Rule prior to the expiration of the 180-day compliance period, the Company may be eligible
for an additional 180-day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price
Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting
a reverse share split, if necessary. If the Company is not able to meet these requirements, the Company will receive written notification
from Nasdaq that the Company’s shares are subject to delisting. At that time, the Company may appeal the relevant delisting determination
to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that,
if the Company does appeal the delisting determination by Nasdaq to the panel, that such appeal would be successful.
The Company will continue
to actively monitor the closing bid price of its common stock and will evaluate available options to resolve the deficiency and regain
compliance with the Bid Price Rule. There can be no assurance that the Company will be able to regain compliance with the Bid Price Rule
and thereby to maintain the listing of its common stock on The Nasdaq Capital Market.
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: November 3, 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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