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LiveOne (NASDAQ: LVO) issues 500,000 shares to Merlin for royalties

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LiveOne, Inc. entered a Shares Issuance Agreement with its subsidiary Slacker, Inc. and Merlin under which LiveOne will issue 500,000 shares of common stock at a deemed price of $7.50 per share to Merlin.

The shares will be used to pay both outstanding and future music royalty fees owed by Slacker to Merlin under their Digital Music Services Agreement, whose term is extended through November 30, 2026 and may be further extended to November 30, 2027. Merlin’s sale proceeds from the shares will be offset against royalties, and Slacker may either repurchase any unsold shares or settle remaining amounts in cash at contract end.

The shares will be issued off LiveOne’s effective shelf registration, the company will receive no cash proceeds, and Merlin agreed not to sell more than 5% of the average daily trading volume over the prior 20 trading days when disposing of the shares.

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Insights

LiveOne pays Merlin royalties in stock, extending a key licensing deal.

LiveOne is issuing 500,000 common shares at a deemed $7.50 per share to Merlin to settle past and future royalties under their Digital Music Services Agreement. This converts a cash expense into equity while keeping Merlin aligned as a major content partner.

The agreement extends the licensing term through November 30, 2026, with a possible extension to November 30, 2027, supporting continuity of music rights for Slacker’s service. Because the company receives no cash proceeds, the economic effect is primarily reduced near-term cash outflows offset by equity issuance.

Merlin’s sales are constrained to no more than 5% of average daily trading volume over the prior 20 trading days, which may help moderate market impact from share disposals. At termination, Slacker can repurchase any unsold shares or settle remaining amounts in cash, so future disclosures will show how much of the royalty stream is ultimately paid in equity versus cash.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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): March 3, 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 March 3, 2026, LiveOne, Inc. (the “Company”), Slacker, Inc. (“Slacker”), the Company’s wholly owned subsidiary, and Music and Entertainment Rights Licensing Independent Network Limited (“Merlin”) entered into a Shares Issuance Agreement (the “Agreement”) pursuant to which the Company agreed to issue to Merlin 500,000 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 of (i) any outstanding music royalty payments due by Slacker under the Digital Music Services Agreement, dated as of February 1, 2014, entered into between Merlin and Slacker, as last amended on March 3, 2026 (the “Amendment” and the Original DMSA, as amended, the “DMSA”), and (ii) any music royalty payments due by Slacker to Merlin during the Extended Term (as defined below), unless terminated earlier as provided therein. Pursuant to the Amendment, the parties agreed to extend the term of the DMSA through November 30, 2026, as such maybe further extended to November 30, 2027 (the “Extended Term”).

 

Pursuant to the Amendment, Merlin’s sale proceeds of any Shares will be offset against any royalty payments or other fees due to Merlin under the DMSA, and among other things, upon any termination or expiration of the DMSA, Slacker will have the option to purchase any unsold Shares held by Merlin or to pay in immediately available funds any amount then outstanding under the DMSA (and in such event Merlin shall return for cancellation any unsold Shares). Merlin agreed not to sell the Shares in excess of more than 5% of the average daily trading volume for the common stock for the preceding 20 consecutive trading days (excluding from such average any index rebalancing days). In the event any fees remain payable to Merlin upon expiration of the Extended Term, Slacker will pay such remaining amounts to Merlin in immediately available funds.

 

The Shares will be issued to Merlin 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 March 10, 2026. The settlement of the issuance of the Shares is expected to take place on or about March 10, 2026. The Company will not receive any cash proceeds from the offering of the Shares.

 

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.
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).

 

* Filed herewith.

 

1

 

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: March 9, 2026 By: /s/ Ryan Carhart
  Name:  Ryan Carhart
  Title: Chief Financial Officer

 

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What did LiveOne (LVO) agree with Merlin regarding new share issuance?

LiveOne agreed to issue 500,000 shares of its common stock to Merlin at a deemed price of $7.50 per share. These shares will be used to pay outstanding and future music royalties owed by Slacker under their Digital Music Services Agreement.

How does the LiveOne (LVO) deal affect royalty payments to Merlin?

Royalty obligations to Merlin will be paid using 500,000 LiveOne shares instead of cash, covering both existing and future fees during the extended term. Merlin’s sale proceeds from these shares are offset against the royalties and other fees due under the agreement.

How long is the Merlin Digital Music Services Agreement with LiveOne (LVO) now extended?

The Digital Music Services Agreement term is extended through November 30, 2026 and may be further extended to November 30, 2027. This extension provides continuity of licensed music content for Slacker’s service during that period, subject to any earlier termination provisions.

Will LiveOne (LVO) receive any cash from issuing 500,000 shares to Merlin?

LiveOne will receive no cash proceeds from issuing the 500,000 shares to Merlin. Instead, the equity issuance functions as non-cash consideration to settle existing royalty balances and future royalty payments owed by Slacker during the extended agreement term.

Are there trading restrictions on the LiveOne (LVO) shares issued to Merlin?

Yes. Merlin agreed not to sell more than 5% of the average daily trading volume of LiveOne’s common stock over the preceding 20 trading days. This limitation is designed to pace Merlin’s share sales relative to normal market trading activity.

What happens to unsold LiveOne (LVO) shares held by Merlin when the agreement ends?

At termination or expiration of the agreement, Slacker may either purchase any unsold shares from Merlin or pay any remaining amounts owed in cash. If Slacker chooses cash payment, Merlin must return any unsold shares for cancellation by LiveOne.

Filing Exhibits & Attachments

4 documents

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