Current Report Filing (8-k)
October 25 2022 - 8:38AM
Edgar (US Regulatory)
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2022-10-25
2022-10-25
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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):
October 25, 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 2.02 Results of Operations and Financial
Condition.
On October 25, 2022, LiveOne,
Inc. (the “Company”) issued a press release announcing certain preliminary financial results for its fiscal quarter ended
September 30, 2022, including updated guidance regarding the Company’s Adjusted EBITDA for its fiscal year ending March 31, 2023.
A copy of the press release is attached hereto as Exhibit 99.1.
The information included
herein and in Exhibit 99.1 shall not be deemed “filed” for 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 Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
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 99.2 and incorporated herein by
reference.
The information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section
18 of 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, 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:
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: October 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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