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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):
April 17, 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 1.01 Entry into a Material Definitive Agreement.
On April 17, 2026, LiveOne,
Inc. (the “Company”), Slacker, Inc., the Company’s wholly owned subsidiary (“Slacker”), and Broadcast Music,
LLC (“BMI”) entered into a Shares Issuance Agreement (the “Shares Issuance Agreement”) pursuant to which the Company
agreed to issue to BMI or its designee 1,000,000 shares (the “Shares”) of its common stock, $0.001 par value per share (the
“common stock”), at a deemed issued price of $7.50 per share. The Shares will be issued as payment in full satisfaction of
any payment and music royalty payment obligations due through March 31, 2027 under the Slacker Music Service Music Performance License
Fee Agreement, dated as of November 20, 2024, and the Final License Fee Agreement and Release, dated as of November 20, 2024, each as
amended on April 17, 2026 (the “Amendment” and collectively, the “License Agreements”), between BMI and Slacker.
Pursuant to the Amendment, the parties also agreed to extend the term of the License Agreements through December 31, 2027 (the “Extended
Term”), and thereafter the License Agreements will automatically renew on a calendar year-to-year basis. To the extent any obligations
under the License Agreements remain payable to BMI for any period subsequent to April 1, 2027, Slacker will pay such remaining amounts
to BMI in immediately available funds.
Pursuant to the Shares Issuance
Agreement, BMI has agreed (for itself and on behalf of its designee) not to sell on any trading day an aggregate amount of Shares in excess
of 5% of the average daily trading volume for the Company’s common stock for the preceding 20 consecutive trading days (excluding
from such average any index rebalancing days) (“ADTV”). Notwithstanding the foregoing, regardless of the ADTV, BMI (and its
designee) is permitted to sell on any trading day at least 3,500 Shares.
The Shares will be issued to BMI or its designee pursuant to the Company’s
effective shelf Registration Statement on Form S-3 (File No. 333-284916), which was filed with the U.S. Securities and Exchange Commission
(the “SEC”) on February 13, 2025 (the “Registration Statement”), and a prospectus supplement relating to the offering
of the Shares filed with the SEC on April 23, 2026. The settlement of the issuance of the Shares is expected to take place on or about
April 24, 2026. The Company will not receive any cash proceeds from the offering of the Shares.
The
foregoing description of the Shares Issuance Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Shares Issuance Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current
Report”) and is incorporated herein by reference.
The legal opinion, including
the related consent, of Foley Shechter Ablovatskiy LLP, the Company’s outside corporate and securities counsel, are filed as Exhibits
5.1 and 23.1, respectively, to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 5.1* |
|
Opinion of Foley Shechter Ablovatskiy LLP regarding the Shares. |
| 10.1* |
|
Shares Issuance Agreement, dated as of April 17, 2026, by and between the Company and Broadcast Music, LLC. |
| 23.1* |
|
Consent of Foley Shechter Ablovatskiy LLP (included in Exhibit 5.1). |
| 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: April 23, 2026 |
By: |
/s/ Ryan Carhart |
| |
Name: |
Ryan Carhart |
| |
Title: |
Chief Financial Officer |
