false
0001491419
0001491419
2025-11-26
2025-11-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 26, 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 7.01 Regulation FD Disclosure.
LiveOne, Inc. (the “Company”
or “LiveOne”) 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 99.1 and incorporated herein by reference.
The information in this Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the 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 Exchange Act or the Securities Act of 1933, as amended, 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 risks,
uncertainties and factors include, but are not limited to: 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 shareholder 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 ability to implement its recently announced
digital assets treasury strategy and/or purchase digital assets from time to time pursuant to such strategy, including for the maximum
announced amount, and other risks related to such strategy; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s
common stock from time to time under LiveOne’s announced 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 debt covenants; 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 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
ability to pay any amounts due in connection with any such legal proceedings; significant legal, commercial, regulatory and technical
uncertainty and risks related to Bitcoin, Ethereum and other digital assets; regulatory developments related to digital assets and digital
asset markets; 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 the Company’s Annual Report on Form
10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July
15, 2025, Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the SEC on November 14, 2025, 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:
| Exhibit No. |
|
Description |
| 99.1* |
|
Corporate Presentation. |
| 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 26, 2025 |
By: |
/s/ Ryan Carhart |
| |
Name: |
Ryan Carhart |
| |
Title: |
Chief Financial Officer |