Current Report Filing (8-k)
August 09 2022 - 4:23PM
Edgar (US Regulatory)
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2022-08-04
2022-08-04
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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 4, 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 1.01 Entry into a Material Definitive
Agreement.
On August 4, 2022, LiveOne,
Inc.’s (the “Company”) wholly owned subsidiary, Slacker, Inc. (“Slacker”), extended for 3 years (the “Extended
Term”) its agreement (the “Agreement”) with a certain licensor of sound recordings and music content rights (the “music
partner”), and the Company issued 800,000 shares of its common stock to the music partner to be credited against music royalty payments
due under the Agreement, subject to the terms thereof, of which approximately $400,000 worth of its shares of common stock were issued
at a price of $2.10 per share as full payment of certain outstanding amounts due the original agreement and as full payment of any music
royalty payments due during the first year of the Extended Term.
Pursuant to the Agreement
the shares of common stock issued to the music partner towards music royalty payments due under the Agreement during the second and third
years of the Extended Term will be valued as provided in the Agreement. The music partner agreed not to sell the shares of the Company’s
common stock issued pursuant to the Agreement subject to certain dribble-out limitations. The shares were issued pursuant to an exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Effective as of August 4,
2022, the Company extended the maturity date of its revolving credit facility with East West Bank to June 2024. The credit facility was
originally entered into effective as of June 7, 2021.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
in Item 1.01 above is incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The information set forth
in Item 1.01 above is incorporated herein by reference.
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 9, 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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