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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):
September 22, 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 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 22, 2025, LiveOne, Inc. (the “Company”) filed
a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate
of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect on the corporate level a one-for-ten reverse
stock split (the “Reverse Stock Split”) of the Company’s outstanding shares
of common stock, $0.001 par value per share (the “common stock”). A copy of the Certificate of Amendment is attached
as Exhibit 3.1 hereto and incorporated by reference.
The
Company has received approval from The Nasdaq Stock Market, LLC to effect the Reverse Stock Split in the market and for the shares to
begin trading on a split-adjusted basis on the Nasdaq Capital Market. The Company expects to effect
the Reverse Stock Split in the market on September 26, 2025 and expects the Company’s common stock to begin trading on the Nasdaq
Capital Market on a split-adjusted basis at the market open on such date. The trading symbol for the Company’s
common stock will remain “LVO”.
As
a result of the Reverse Stock Split, when effected in the market, every ten shares of the pre-split issued and outstanding shares of the
Company’s common stock will automatically convert into one post-split share of the Company’s common stock. Stockholders who
otherwise would be entitled to receive fractional shares of common stock shall be entitled to receive cash (without interest) from the
Company’s transfer agent (VStock Transfer, LLC) in lieu of such fractional shares in an amount equal to the proceeds attributable
to the sale of such fractional shares following the aggregation and sale by the Company’s transfer agent of all fractional shares
otherwise issuable. Following the Reverse Stock Split the new CUSIP number for the Company’s common stock will be 53814X300.
The
Reverse Stock Split when effected in the market, will not reduce the number of authorized shares of the Company’s common stock and
will not change the par value of the common stock. The Reverse Stock Split will affect all stockholders uniformly and will not affect
any stockholder’s ownership percentage of the Company’s shares of common stock (except to the extent that the Reverse Stock
Split would result in some of the stockholders’ fractional shares being paid out in cash).
As
a result of the Reverse Stock Split, when effected in the market, proportionate adjustments will be made to the number of shares of the
Company’s common stock underlying the Company’s outstanding equity awards, warrants and convertible securities and the number
of shares issuable under the Company’s equity incentive plan and other existing agreements, together with the exercise price or
conversion price, as applicable or as required by the terms of each security.
As
a result of the Reverse Stock Split, when effected in the market, the Company’s stockholders who hold their shares (i) in electronic
form at brokerage firms will not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in
their brokerage accounts, (ii) electronically in book-entry form with the transfer agent, VStock Transfer, LLC, will not need to take
action to receive shares of post-Reverse Stock Split common stock, and (iii) with a bank, broker, custodian or other nominee and who have
any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees. The Company’s stockholders
who are holding their shares in certificated form will be mailed a letter of transmittal to exchange their existing stock certificates
for new stock certificates in connection with the Reverse Stock Split.
The
Company’s stockholders approved the Reverse Stock Split at the Company’s 2025 Annual Meeting of Shareholders held on
September 8, 2025, at a ratio between one-for-three through one-for-ten, with such ratio to be determined in the discretion of the Company’s
Board of Directors (the “Board”) and with such reverse stock split to be
effected at such time and date as determined by the Board in its sole discretion. The Board subsequently selected the one-for-ten Reverse
Stock Split ratio.
The
foregoing descriptions of the Certificate of Amendment and the Reverse Stock Split set forth above do not purport to be complete
and are qualified in their entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Statements
contained herein relating to the Company or its management’s intentions, hopes, beliefs, expectations or predictions of the future,
including, but not limited to, statements relating to the Company’s ability to regain compliance with the Nasdaq continued listing
standards constitute forward looking statements. Such forward-looking statements are subject to a number of risks and uncertainties, including,
but not limited to, risks related to the Company’s ability to regain compliance with the Nasdaq continued listing standards. Additional
risks and uncertainties faced by the Company are contained from time to time in the Company’s filings with the U.S. Securities and
Exchange Commission (the “SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K for the year
ended March 31, 2025, filed with the SEC on July 15, 2025, the Company’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2025, filed with the SEC on August 14, 2025, and in the Company’s other filings and submissions with the SEC. The Company disclaims
any intention or obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits:
| Exhibit No. |
|
Description |
| 3.1* |
|
Certificate of Amendment to the Certificate of Incorporation, dated as of September 22, 2025. |
| 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: September 23, 2025 |
By: |
/s/ Ryan Carhart |
| |
Name: |
Ryan Carhart |
| |
Title: |
Chief Financial Officer |
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