Liveone Inc SEC Filings

LiveOne, Inc. filed a Form 8-K reporting a material event that includes disclosure of shareholdings for named insiders and a company signature block. The filing lists beneficial ownership figures for several individuals: Jay Krigsman (45,166,859 shares), Ramin Arani (47,374,434), Patrick Wachsberger (47,371,592), Kenneth Solomon (32,480,497), Bridget Baker (47,306,068), and Kristopher Wright (46,154,892). The document shows a signatory block for LiveOne, Inc. signed by Ryan Carhart, Chief Financial Officer, dated September 9, 2025. The filing does not include financial tables, transaction terms, or earnings information in the provided text.

LiveOne, Inc. (LVO) filed an S-3 shelf registration describing a resale offering by existing holders and outlining material risks and corporate disclosures. The prospectus registers resale of common stock and warrants by selling stockholders and notes the company will receive proceeds of up to approximately $30,000 if all registered warrants are exercised for cash. The company reports 115,413,332 shares outstanding prior to the offering and discloses potential dilution from convertible Series A preferred, debentures and outstanding warrants. Key risks explicitly disclosed include heavy reliance on the company’s largest OEM customer for revenue and potential subscriber conversions, a history of operating and net losses with a stated substantial doubt about the ability to continue as a going concern, significant indebtedness with restrictive covenants, internal control weaknesses for the year ended March 31, 2024, Nasdaq continued listing risk, material dependence on content licensing for streaming, and exposures from a cryptocurrency treasury strategy.

LiveOne, Inc. files an amended S-3 shelf registration prospectus offering resale registration for shares held by selling stockholders and securities convertible into common stock. The prospectus discloses 115,413,332 common shares outstanding prior to the offering and 123,401,427 shares outstanding after giving effect to registration (reflecting up to 7,988,095 shares issuable upon conversion of Debentures). The company warns of reliance on its largest OEM customer for substantial revenue and potential subscribers, ongoing significant operating and net losses, substantial indebtedness including senior Debentures and a Capchase loan, and substantial doubt about its ability to continue as a going concern. Other material risks disclosed include potential Nasdaq delisting, concentration of voting control with the CEO, extensive regulatory and operational risks related to the company’s Crypto Asset Treasury Strategy, and dependence on music streaming rights, PodcastOne advertising revenue, and key management (CEO Robert S. Ellin and CFO Ryan Carhart).

LiveOne, Inc. reported a net loss of $3.9 million for the three months ended June 30, 2025, used $3.0 million of cash in operating activities during that period, and had a working capital deficiency of $11.0 million as of June 30, 2025, which the company states raises substantial doubt about its ability to continue as a going concern within one year. The interim financials do not include adjustments that might be necessary if the company cannot continue as a going concern.

The company maintains a Shelf S-3 providing capacity to raise up to $150.0 million (effective February 26, 2025) and an ATM agreement for up to $25.0 million (no shares sold under the ATM as of the filing). In July 2025 LiveOne completed an underwritten offering of 13,608,334 shares at $0.75 per share, generating approximately $9.5 million gross proceeds. Material obligations include convertible debentures convertible at $2.10 per share, a covenant to maintain $7.5 million cash related to the Initial Debentures, and significant contractual guarantees and royalty accruals. The company continues to hold majority ownership in PodcastOne following a spin-out.

LiveOne, Inc. disclosed that it issued press releases announcing operating and financial highlights and results for the first quarter ended June 30, 2025, and that it will hold a conference call and audio webcast on August 13, 2025 to discuss those results. The Form 8-K states the press releases are furnished as exhibits and therefore are not deemed "filed" for purposes of Section 18 of the Exchange Act and are not incorporated by reference in other filings. Exhibits listed include Exhibit 99.1 (press release dated August 13, 2025), Exhibit 99.2 (press release dated August 11, 2025), and an Inline XBRL cover page. The Form does not include any financial figures or operating metrics within its text; readers are directed to the attached exhibits for details.

LiveOne amended defined terms of its 11.75% Original Issue Discount Senior Secured Convertible Debentures issued May 19, 2025, to allow the company and its subsidiaries to purchase Bitcoin, Solana and Ethereum up to amounts agreed with the Purchasers under investment guidelines that are reasonably acceptable to the Purchasers. The amendment also permits LiveOne to retain one or more investment managers to pursue a Bitcoin yield strategy or otherwise actively manage purchased crypto.

The amendment leaves other Debenture and transaction terms unchanged and, pursuant to the Security Agreement, the Purchasers will have a security interest in any purchased crypto; the change is incorporated into the registrant's disclosure of a direct financial obligation/off-balance-sheet arrangement.