[8-K] LiveOne, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 filing overview – Joby Aviation, Inc. (JOBY)

General Counsel & Corporate Secretary Kate DeHoff reported one RSU settlement and two share sales between 12-15 July 2025.

• RSU settlement (Code M): 16,065 common shares issued at $0 on 07/12/2025, increasing direct holdings to 231,361 shares.
• Tax-related sale (Code S): 8,262 shares sold on 07/14/2025 at $11.97, an estimated $99k used to cover withholding taxes.
• 10b5-1 plan sale (Code S): 20,823 shares sold on 07/15/2025 at a weighted-average $13.67 (range $13.24-$13.96), for roughly $285k in proceeds.
• Post-transactions, the insider retains 202,276 common shares directly and 96,389 unvested RSUs.

The filing signals routine equity settlement and programmed selling rather than an abrupt discretionary liquidation. No company-level financial metrics or forward-looking statements are included.

Positive

• Use of an approved 10b5-1 trading plan demonstrates compliance and pre-commitment to mitigate insider-trading concerns.
• Insider retains 202,276 shares and 96,389 RSUs, maintaining significant equity alignment with shareholders.

Negative

• Net sale of 29,085 shares over two days could be viewed as a modest bearish signal by some market participants.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; modest insider sale under 10b5-1, neutral signal.

The transactions combine a scheduled RSU conversion with limited share sales. Roughly 12% of newly vested shares were sold for taxes, the rest via a pre-arranged plan, limiting information-content about management sentiment. Remaining ownership of 202k shares plus sizeable unvested RSUs aligns incentives with shareholders. Given the small dollar value versus typical trading volume, I view the impact on JOBY’s valuation and liquidity as immaterial.

Corporate Governance Expert

TL;DR: Governance safeguards present; no red flags but slight perception risk from insider selling.

Use of a 10b5-1 plan and transparent tax-cover sale supports good governance practice, reducing potential accusations of opportunistic trading. Nevertheless, any insider sale may be interpreted cautiously by some investors. The magnitude—under $0.4 million—does not indicate strategic divestiture. Overall governance impact is negligible; monitoring future filings for pattern changes is prudent.

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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): July 15, 2025

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 July 15, 2025 (the “Effective Date”), LiveOne, Inc. (the “Company”) entered into letter agreements (collectively, the “Agreements”) with (i) Harvest Small Cap Partners Master, Ltd. (“HSCPM”), (ii) Harvest Small Cap Partners, L.P. (“HSCP” and together with HSCPM, the “Harvest Funds”), and (iii) Trinad Capital Master Fund Ltd., a fund controlled by Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder (“Trinad Capital” and collectively with the Harvest Funds, the “Holders”), the holders of the Company’s Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), with a stated value of $1,000 per share. Pursuant to the Agreements (i) the Harvest Funds exchanged $4,500,000 worth of its shares of Series A Preferred Stock into 3,000,000 shares of the Company’s common stock, at a price of $1.50 per share, and Trinad Capital exchanged $2,250,000 worth of shares of its Series A Preferred Stock into 1,500,000 shares of the Company’s common stock at the same price (collectively, the “Shares”), and (ii) the Harvest Funds and Trinad Capital received 3,000,000 and 1,500,000 three-year warrants to purchase the Company’s common stock exercisable at a price of $0.01 per share (collectively, the “Warrants”).

The Shares and the Warrants were issued, and the shares of the Company’s common stock underlying the Warrants (the “Warrant Shares”), to the extent exercised, will be issued, to the Holders as restricted securities in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

The Company further agreed, on or prior to the date that is 45 days after the Effective Date, to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (or such other form as applicable) covering the resale under the Securities Act of the Warrants and the Warrant Shares. The Company agreed to use its commercially reasonable best efforts to cause such registration statement to be declared effective promptly thereafter on or before 45 days after the filing of such registration statement (or if the SEC issues any comments with respect to such registration statement, on or before 90 days after the filing of such registration statement). Upon effectiveness of such Registration Statement, the Company agreed to use its reasonable best efforts to keep the Registration Statement effective with the SEC for a period equal to three years from the Effective Date for the Warrants, and with respect to the Warrant Shares, so long as any Warrants are outstanding, and to supplement, amend and/or re-file such Registration Statement to comply with such effectiveness requirement.

The foregoing summary of the terms of the Agreements and the Warrants is incomplete and subject to, and qualified in their entirety by, the actual terms of the Agreements and the Warrants, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 4.1, 4.2 and 4.3, respectively, and are hereby incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information described under Item 1.01 above is incorporated by reference in this Item 3.02.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
4.1*		Warrant to Purchase Common Stock, dated as of July 15, 2025, issued by the Company to Harvest Small Cap Partners, L.P.
4.2*		Warrant to Purchase Common Stock, dated as of July 15, 2025, issued by the Company to Harvest Small Cap Partners Master, Ltd.
4.3*		Warrant to Purchase Common Stock, dated as of July 15, 2025, issued by the Company to Trinad Capital Master Fund Ltd.
10.1*		Letter Agreement, dated as of July 15, 2025, between the Company and Harvest Small Cap Partners, L.P.
10.2*		Letter Agreement, dated as of July 15, 2025, between the Company and Harvest Small Cap Partners Master, Ltd.
10.3*		Letter Agreement, dated as of July 15, 2025, between the Company and Trinad Capital Master Fund Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished herewith.

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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: July 15, 2025	By:	/s/ Ryan Carhart
	Name:	Ryan Carhart
	Title:	Chief Financial Officer

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FAQ

How many Joby Aviation shares did insider Kate DeHoff sell in July 2025?

She sold 29,085 shares (8,262 on 07/14 and 20,823 on 07/15).

What was the average sale price for the shares sold on 07/15/2025?

The weighted-average price was $13.67, with individual trades between $13.24 and $13.96.

Why were 8,262 JOBY shares sold on 07/14/2025?

The shares were sold to cover withholding taxes due upon RSU settlement, as permitted by the award terms.

Does the insider still hold Joby Aviation stock after these transactions?

Yes, she now directly owns 202,276 common shares and 96,389 unvested RSUs.

Was the 20,823-share sale discretionary?

No. It was executed under a pre-established 10b5-1 trading plan adopted on 06/06/2024.