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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):
November 10, 2026
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
November 10, 2026, LiveOne, Inc. (the “Company”) issued a press release announcing certain preliminary financial results and
other updates for its fiscal quarter and six months ended September 30, 2026. A copy of the press release is attached hereto as Exhibit
99.1.
The
Company is in the process of finalizing its results for its fiscal quarter ended September 30, 2026. Such press release contains certain
estimated preliminary unaudited financial results for its fiscal quarter and six months ended September 30, 2026, as well as guidance
of its fiscal years ending March 31, 2027 and 2028, which are based only on currently available information as of the date hereof. These
results are preliminary and subject to change. The Company’s financial closing procedures for the fiscal quarter ended September
30, 2026 are not yet complete and, as a result, its final results upon completion of its closing procedures may vary from the estimated
select preliminary unaudited results set forth in such press release. In addition, certain statements set forth in such press release
are forward-looking statements. See “Risk Factors,” “Forward-Looking Statements” and the Company’s financial
statements and related notes included in its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other reports filed with
the U.S. Securities and Exchange Commission for additional information regarding factors that could result in differences between the
preliminary estimated financial results that are presented in such press release and the actual financial results the Company will report.
These estimates should not be viewed as a substitute for the Company’s full financial statements prepared in accordance with generally
accepted accounting principles. Accordingly, you should not place undue reliance on these preliminary unaudited results.
All
of the estimated preliminary unaudited financial information set forth in such press release has been prepared by and is the responsibility
of the Company’s management and has not been audited, reviewed or compiled by the Company’s independent registered public
accounting firm, Macias Gini & O’Connell LLP (“MGO”). Accordingly, MGO does not express an opinion or any other
form of assurance with respect thereto.
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 information described
under Item 2.02 above is incorporated by reference in this Item 7.01.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits:
| Exhibit No. |
|
Description |
| 99.1* |
|
Press release, dated November 10, 2026. |
| 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: November 10, 2026 |
By: |
/s/ Robert Ellin |
| |
Name: |
Robert Ellin |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
LiveOne (Nasdaq:
LVO) Releases Preliminary H1 Fiscal 2027 Results: $37.3 Million in Revenue and Record Audio Adjusted EBITDA* of $7.8 Million, Up 619%
Year-Over-Year
| ● | Revises
Fiscal 2027 guidance to $70–$75 Million in revenue and $10 million+ in Adjusted EBITDA*,
reflecting updated launch timelines from its B2B partners |
| ● | Issues
first-time Fiscal 2028 guidance of $100 Million+ in revenue as LiveOne anticipates launching
the largest partnership in its history |
| ● | PodcastOne
posted record first-half revenue of $31.5M and record Adjusted EBITDA* of $3.0M. |
| ● | LiveOne
has extinguished $25M in debt and other liabilities since February 2026 and reduced its senior
debt balance to $9M. |
LOS ANGELES, CA, Nov. 10, 2026 — LiveOne (Nasdaq:
LVO), an award-winning, creator-first music, entertainment, and technology platform, today announced certain preliminary financial results
for its second quarter (“Q2 Fiscal 2027”) and six months ended September 30, 2026 (“H1 Fiscal 2027”), the first
half of its fiscal year ending March 31, 2027 (“Fiscal 2027”).
LiveOne announced preliminary H1 Fiscal 2027 revenue of $37.3
million and record Audio Adjusted EBITDA* of $7.8 million, up 619% from $1.1 million a year earlier. Preliminary H1 Fiscal 2027 consolidated
Adjusted EBITDA* was $3.6 million, a $6.4 million improvement from a year earlier.
Preliminary Q2 Fiscal 2027 Audio Adjusted EBITDA* was $1.5
million, up 113% from $0.7 million a year earlier. The preliminary Q2 Fiscal 2027 consolidated Adjusted EBITDA* loss was $0.7 million,
a 30% improvement from a loss of $1.0 million a year earlier.
LiveOne revised its Fiscal 2027 and Fiscal 2028 guidance
to reflect updated launch timelines from its B2B partners. LiveOne now expects revenue of $70 million to $75 million and Adjusted EBITDA*
of $10 million or more for its Fiscal 2027. LiveOne issued its first Fiscal 2028 revenue guidance of $100 million or more as it anticipates
launching the largest partnership in its history.
The select preliminary estimated financial results discussed
in this press release are based on management’s preliminary unaudited analysis of financial results for Q2 Fiscal 2027. As of the
date of this press release, LiveOne has not completed its financial statement reporting process for Q2 Fiscal 2027, and LiveOne’s
independent registered accounting firm has not audited or reviewed the preliminary financial results discussed in this press release.
During LiveOne’s fiscal quarter-end closing procedures and review process, LiveOne may identify items that would require it to make
adjustments, which may be material, to the information presented above. LiveOne’s estimated preliminary unaudited financial results
and its guidance for its Fiscal 2027 and Fiscal 2028 contained in this release are based only on currently available information as of
the date hereof. As a result, the estimates above constitute forward-looking information and are subject to risks and uncertainties, including
possible adjustments to preliminary financial results, and are not guarantees of future performance and may differ from actual results.
In addition, certain statements set forth in such press release are forward-looking statements. See “Risk Factors,” “Forward-Looking
Statements” and the Company’s financial statements and related notes included in its Annual Report on Form 10-K, its Quarterly
Reports on Form 10-Q and other reports filed with the U.S. Securities and Exchange Commission for additional information regarding factors
that could result in differences between the preliminary estimated financial results that are presented in this press release and the
actual financial results LiveOne will report.
About LiveOne
Headquartered in Los Angeles, CA, LiveOne (Nasdaq: LVO)
is an award-winning, creator-first, music, entertainment, and technology platform focused on delivering premium experiences and content
worldwide and live and virtual events. LiveOne’s subsidiaries include Slacker, PodcastOne (Nasdaq: PODC),
PPVOne, Custom Personalization Solutions, LiveXLive and DayOne Music Publishing. LiveOne is available on iOS, Android, Roku, Apple TV,
Spotify, Samsung, Amazon Fire, Android TV, and through STIRR’s OTT applications. For more information, visit liveone.com and
follow us on Facebook, Instagram,
TikTok, YouTube and
Twitter at @liveone.
For more investor information, please visit ir.liveone.com.
Forward-Looking Statements
All statements other than statements of historical facts contained
in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such
words as “may,” “might,” “will,” “will likely result,” “would,” “should,”
“estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “could,” “believe,” “seek,” “continue,” “contemplate,”
“predict,” “potential,” “target” or the negative of such terms or other similar expressions. 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, including: LiveOne’s reliance on its largest OEM customer
for a substantial percentage of its revenue; LiveOne’s ability to consummate any proposed financing, acquisition, spin-out, special
dividend, merger, distribution or transaction, the timing of the consummation of any such proposed event, including the risks that a condition
to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any
proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event
will enhance stockholder value; LiveOne’s ability to continue as a going concern; LiveOne’s ability to attract, maintain and
increase the number of its users and paid members; LiveOne identifying, acquiring, securing and developing content; LiveOne’s intent to
repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s stock repurchase program and the timing, price,
and quantity of repurchases, if any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants
under its senior secured debentures and potential effects on PodcastOne of LiveOne’s non-compliance; LiveOne successfully implementing
its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders;
LiveOne’s ability to repay its indebtedness when due; LiveOne’s subsidiaries, including PodcastOne, obligations under LiveOne’s
senior secured debentures as a result of such subsidiaries, including PodcastOne, having entered into a Subsidiary Guarantee and related
Security Agreement with the holders of such debentures, which debentures are secured by all of the assets of LiveOne, PodcastOne and their
respective subsidiaries; LiveOne’s ability to satisfy the conditions for closing on its announced additional convertible debentures
financing; uncertain and unfavorable outcomes in legal proceedings and/or LiveOne’s and/or PodcastOne’s ability to pay any amounts due
in connection with any such legal proceedings; significant legal, commercial, regulatory and technical uncertainty; changes in economic
conditions; competition; risks and uncertainties applicable to the businesses of LiveOne’s subsidiaries; and other risks, uncertainties
and factors including, but not limited to, those described in LiveOne’s Annual Report on Form 10-K for the fiscal year ended March
31, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2026, Quarterly Report on Form 10-Q
for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026, and in LiveOne’s other filings and submissions with
the SEC. These forward-looking statements speak only as of the date hereof, and LiveOne disclaims any obligation to update these statements,
except as may be required by law. LiveOne intends that all forward-looking statements be subject to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995.
Use of Non-GAAP Financial Measures*
To supplement our consolidated
financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States
of America (“GAAP”), we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization
(“Adjusted EBITDA”), which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP
financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net
income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating
activities or any other measures of our cash flows or liquidity.
We use Contribution Margin
(Loss) and Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial
measures assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational
factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors
that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted
EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue
in our business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss),
net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among
other companies; thus, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.
Contribution Margin (Loss)
is defined as Revenue less Cost of Sales before (a) Cost of Sales share-based compensation expense, (b) depreciation, and (c) amortization
of developed technology. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation
and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting
and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional
fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal
settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior
to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, and
(e) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.
With respect to projected
quarterly or full 2027 fiscal year Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to
the high variability, complexity and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal
settlement reserves excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable,
and potentially significant, impact on our future GAAP financial results.
LiveOne Press Contact:
press@liveone.com
Investor Relations:
IR@liveone.com
