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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):
June 24, 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 2.02 Results of Operations and Financial Condition.
On June 24, 2026, LiveOne,
Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the fourth quarter
and fiscal year ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information included
herein and in Exhibit 99.1 shall not be deemed “filed” for 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 Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation
FD Disclosure.
On
June 17, 2026, the Company issued a press release announcing that it plans to hold an investor audio webcast to provide a business update
and discuss its operating and financial results for the fourth quarter and fiscal year ended March 31, 2026 on June 24, 2026. A copy of
the press release is attached hereto as Exhibit 99.2.
The
information included in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of 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
Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
|
Description |
| 99.1* |
|
Press release, dated June 24, 2026. |
| 99.2* |
|
Press release, dated June 17, 2026. |
| 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. |
| |
|
| Date: June 24, 2026 |
By: |
/s/ Craig Christensen |
| |
Name: |
Craig Christensen |
| |
Title: |
Interim Chief Financial Officer |
Exhibit 99.1
LiveOne (Nasdaq: LVO) Delivers Strong Fiscal
2026 Performance with $77.1M Revenue; Audio Division Drives
Growth with $73.5M Revenue and $6.1M+ Adjusted EBITDA*; Raises Fiscal 2027
Outlook
Q4
Momentum Continues with $18.9M Revenue; Audio Division Generates $18.3M Revenue and $2.4M Adjusted EBITDA*
| ● | Increased
fiscal 2027 guidance to $85M–$95M+ in revenue and $8M–$10M+ in Adjusted EBITDA*,
excluding corporate overhead, reflecting strong confidence in continued growth |
| | | |
| ● | Achieved
a 52% year-over-year reduction in operating expenses through aggressive AI-driven efficiencies
and a streamlined workforce from 350 to 88 employees |
| ● | Expanded
stock repurchase program by over $7M, with approximately $5M remaining, underscoring commitment
to shareholder value |
| ● | Strengthened
B2B partnerships with industry leaders including AT&T, Vizio, Samsung, and LG, with another
major strategic partner expected this quarter, reaching over 50 million monthly members |
| | | |
| ● | Built
a robust pipeline of more than 100 B2B potential opportunities across key verticals including
automotive, CTV, mobile, retail, loyalty, media, and technology |
| ● | Accelerated
AI monetization initiatives leveraging 250,000 hours of video, over 500,000 audio assets,
and more than 1 billion tokens through strategic partnerships this quarter |
| | | |
| ● | Positioned
for continued expansion with a highly accretive acquisition expected to close this quarter
and ongoing evaluation of additional M&A opportunities |
| ● | Positioned
to continue eliminating $15M+ of liabilities with equity |
Los Angeles, CA, June 24, 2026 – LiveOne
(Nasdaq: LVO), an award-winning, creator-first music, entertainment, and technology platform, announced
today its financial results for the fourth quarter (“Q4 Fiscal 2026”) and fiscal year ended March 31, 2026 (“Fiscal
2026”). LiveOne will host a conference call and webcast today, June 24, 2026.
Financial Highlights
| |
● |
Q4 Fiscal 2026 Revenue: $18.9M |
| |
● |
Q4 Fiscal 2026 Adjusted EBITDA*: $0.3M |
| |
● |
Audio Division Q4 Fiscal 2026 Revenue: $18.3M, maintaining positive segment Adjusted EBITDA* of $2.4M |
| |
● |
LiveOne acquired additional 906K shares of PodcastOne shares at average price of $1.98 per share during Fiscal 2026 |
LiveOne’s CEO and Chairman, Robert Ellin,
stated, “Our fourth quarter results reflect strong execution and profitable growth, highlighted by sustained momentum in our Audio
Division business and the scalability of our platform. Our continued share repurchases at attractive valuations underscore management’s
conviction in the long-term value we are building for shareholders.”
Fiscal 2027 Guidance
LiveOne raises guidance for Fiscal 2027 for revenues
to increase to $85-$95+ million and drive expected Adjusted EBITDA* of $8-10+ million (Excluding Corporate Overhead).
|
Q4 Fiscal 2026 Earnings Conference Call and Webcast |
| |
| Date: |
Wednesday, June 24, 2026 |
| Time: |
10:30 AM Eastern Time (7:30 AM Pacific Time) |
| Webcast Link: |
https://events.q4inc.com/analyst/325286508?pwd=Q1KC0pEx |
| Dial-in: |
(833) 461-5787 |
| International Dial-in: |
+44 808 196 8935 |
| Conference Code: |
325 286 508 |
Q4 Fiscal 2026 & Fiscal 2026 and Q4
Fiscal 2025 & Fiscal 2025 Results Summary (in $000’s, except per share; unaudited)
| | |
Three Months Ended
March 31, | | |
Year Ended
March 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 18,919 | | |
$ | 19,288 | | |
$ | 77,144 | | |
$ | 114,405 | |
| Operating income (loss) | |
$ | (4,927 | ) | |
$ | (10,758 | ) | |
$ | (15,480 | ) | |
$ | (18,057 | ) |
| Total other income (expense) | |
$ | (2,678 | ) | |
$ | 162 | | |
$ | (5,743 | ) | |
$ | (2,498 | ) |
| Net income (loss) | |
$ | (7,579 | ) | |
$ | (10,836 | ) | |
$ | (21,253 | ) | |
$ | (20,370 | ) |
| Adjusted EBITDA* | |
$ | 298 | | |
$ | (488 | ) | |
$ | (922 | ) | |
$ | 8,384 | |
| Net income (loss) per share, basic and diluted | |
$ | (0.65 | ) | |
$ | (1.10 | ) | |
$ | (1.91 | ) | |
$ | (1.97 | ) |
Q4 Fiscal 2026 Results Summary Discussion
For Q4 Fiscal 2026, LiveOne posted revenue of
$18.9 million versus $19.3 million in the same period in the prior year, driven primarily by reductions in Slacker revenues.
Q4 Fiscal 2026 Operating Loss was ($4.9) million
compared to a ($10.8) million Operating Loss in the fourth quarter ended March 31, 2025 (“Q4 Fiscal 2025”). The $5.9 million
improvement in Operating Loss was largely a result of reductions in impairment expense. LiveOne recorded a $7.7 million impairment expense
within its Audio Division in Q4 Fiscal 2025.
Q4 Fiscal 2026 Adjusted EBITDA* was $0.3 million,
as compared to Q4 Fiscal 2025 Adjusted EBITDA* of ($0.5) million, an increase of $0.8 million. Q4 Fiscal 2026 Adjusted EBITDA* was comprised
of Audio Division Adjusted EBITDA* of $2.4 million, Other Operations Adjusted EBITDA* of ($1.4) million and Corporate Adjusted EBITDA*
of ($0.7) million.
About LiveOne
Headquartered in Los
Angeles, CA, LiveOne (Nasdaq:
is an award-winning, creator-first, music, entertainment, and technology platform focused on delivering premium experiences and content
worldwide and live and virtual events. LiveOne’s subsidiaries include Slacker, PodcastOne (Nasdaq: PODC),
PPVOne, Custom Personalization Solutions, LiveXLive and DayOne Music Publishing. LiveOne is available on iOS, Android, Roku, Apple TV,
Spotify, Samsung, Amazon Fire, Android TV, and through STIRR’s OTT applications. For more information, visit liveone.com and
follow us on Facebook, Instagram, TikTok, YouTube and
Twitter at @liveone.
For more investor information, please visit ir.liveone.com.
Forward-Looking Statements
All statements other than statements of historical
facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by
the use of such words as “may,” “might,” “will,” “will likely result,” “would,”
“should,” “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “could,” “believe,” “seek,” “continue,”
“contemplate,” “predict,” “potential,” “target” or the negative of such terms or other
similar expressions. 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, including: 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 stockholder 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 announced digital asset 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 LiveOne’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 quarter ended
December 31, 2025, filed with the SEC on February 13, 2026, and in LiveOne’s other filings and submissions with the SEC. These forward-looking
statements speak only as of the date hereof, and LiveOne disclaims any obligation to update these statements, except as may be required
by law. LiveOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995.
* About Non-GAAP Financial Measures
To supplement our consolidated financial statements,
which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”),
we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization (“Adjusted EBITDA”),
which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended
to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance
measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our
cash flows or liquidity.
We use Contribution Margin (Loss) and Adjusted
EBITDA to evaluate the performance of our operating segments. We believe that information about these non-GAAP financial measures assists
investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect
operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported
results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance
measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly,
Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other
measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted
EBITDA as presented herein may not be comparable to similarly titled measures of other companies.
Contribution Margin (Loss) is defined as Revenue
less Cost of Sales before (a) Cost of Sales share-based compensation expense, (b) depreciation, and (c) amortization of developed technology.
Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and
before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional
fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable
to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for
legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and
a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, and (e) certain stock-based
compensation expense. Management does not consider these costs to be indicative of our core operating results.
With respect to projected quarter and full Fiscal
2027 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity
and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded
from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant,
impact on our future GAAP financial results.
For more information on these non-GAAP financial
measures, please see the tables entitled “Reconciliation of Non-GAAP Measure to GAAP Measure” included at the end of this release.
LiveOne Press Contact:
press@liveone.com
Follow LiveOne on social media: Facebook, Instagram, TikTok, YouTube,
and X at @liveone.
Financial Information
The tables below present financial results for
the three and twelve months ended March 31, 2026 and 2025.
LiveOne, Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share
amounts)
| | |
Three
Months Ended | | |
Year
Ended | |
| | |
March
31, | | |
March
31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Revenue: | |
$ | 18,919 | | |
$ | 19,288 | | |
$ | 77,144 | | |
$ | 114,405 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating
expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost
of sales | |
| 15,424 | | |
| 13,344 | | |
| 64,865 | | |
| 85,241 | |
| Sales
and marketing | |
| 840 | | |
| 1,711 | | |
| 4,040 | | |
| 6,396 | |
| Product
development | |
| 715 | | |
| 1,129 | | |
| 2,402 | | |
| 4,475 | |
| General
and administrative | |
| 6,686 | | |
| 5,715 | | |
| 20,664 | | |
| 22,746 | |
| Impairment
of intangible assets | |
| - | | |
| 7,674 | | |
| - | | |
| 11,657 | |
| Amortization
of intangible assets | |
| 181 | | |
| 473 | | |
| 653 | | |
| 1,947 | |
| Total
operating expenses | |
| 23,846 | | |
| 30,046 | | |
| 92,624 | | |
| 132,462 | |
| Loss
from operations | |
| (4,927 | ) | |
| (10,758 | ) | |
| (15,480 | ) | |
| (18,057 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other
income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest
expense, net | |
| (1,212 | ) | |
| - | | |
| (3,894 | ) | |
| (2,712 | ) |
| Change
in fair value of digital assets | |
| (834 | ) | |
| - | | |
| (2,057 | ) | |
| - | |
| Other
income (expense) | |
| (632 | ) | |
| 162 | | |
| 208 | | |
| 214 | |
| Total
other income (expense), net | |
| (2,678 | ) | |
| 162 | | |
| (5,743 | ) | |
| (2,498 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss
before provision (benefit) for income taxes | |
| (7,605 | ) | |
| (10,596 | ) | |
| (21,223 | ) | |
| (20,555 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision
(benefit) for income taxes | |
| (26 | ) | |
| 240 | | |
| 30 | | |
| (185 | ) |
| Net
loss | |
| (7,579 | ) | |
| (10,836 | ) | |
| (21,253 | ) | |
| (20,370 | ) |
| Net
loss attributable to non-controlling interest | |
| 185 | | |
| (410 | ) | |
| (288 | ) | |
| (1,661 | ) |
| Net
loss attributed to LiveOne | |
$ | (7,764 | ) | |
$ | (11,246 | ) | |
$ | (20,965 | ) | |
$ | (18,709 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net
loss per share – basic and diluted | |
$ | (0.65 | ) | |
$ | (1.10 | ) | |
$ | (1.91 | ) | |
$ | (1.97 | ) |
| Weighted
average common shares – basic and diluted | |
| 11,606,816 | | |
| 9,876,542 | | |
| 10,983,850 | | |
| 9,504,124 | |
LiveOne, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands)
| | |
March
31, | | |
March
31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Assets | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash
and cash equivalents | |
$ | 5,353 | | |
$ | 4,119 | |
| Restricted
cash | |
| 30 | | |
| 30 | |
| Accounts
receivable, net | |
| 8,437 | | |
| 8,299 | |
| Inventories | |
| 685 | | |
| 1,586 | |
| Prepaid
expense and other current assets | |
| 2,273 | | |
| 1,212 | |
| Total
Current Assets | |
| 16,778 | | |
| 15,246 | |
| Property
and equipment, net | |
| 3,297 | | |
| 893 | |
| Goodwill | |
| 21,712 | | |
| 21,712 | |
| Intangible
assets, net | |
| 1,916 | | |
| 2,569 | |
| Digital
assets | |
| 2,943 | | |
| - | |
| Other
assets | |
| 229 | | |
| 97 | |
| Total
Assets | |
$ | 46,875 | | |
$ | 40,517 | |
| | |
| | | |
| | |
| Liabilities,
Mezzanine Equity and Stockholders’ Deficit | |
| | | |
| | |
| Current
Liabilities | |
| | | |
| | |
| Accounts
payable and accrued liabilities | |
$ | 27,759 | | |
$ | 25,180 | |
| Accrued
royalties | |
| 3,475 | | |
| 5,490 | |
| Notes
payable, current portion | |
| - | | |
| 623 | |
| Senior
secured revolving line of credit, net | |
| - | | |
| 2,950 | |
| Deferred
revenue | |
| 1,789 | | |
| 2,141 | |
| Convertible
note, current portion | |
| 2,900 | | |
| - | |
| Total
Current Liabilities | |
| 35,923 | | |
| 36,384 | |
| Notes
payable, net | |
| 149 | | |
| 150 | |
| Convertible
note, noncurrent | |
| 11,689 | | |
| - | |
| Lease
liabilities, noncurrent | |
| 134 | | |
| 99 | |
| Other
long-term liabilities | |
| 11,351 | | |
| 12,236 | |
| Deferred
income taxes | |
| 61 | | |
| 60 | |
| Total
Liabilities | |
| 59,307 | | |
| 48,929 | |
| | |
| | | |
| | |
| Commitments
and Contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’
Deficit | |
| | | |
| | |
| Preferred
stock, $0.001 par value; 10,000,000 shares authorized; 8,438 and 14,002 shares issued and outstanding as of March 31, 2026 and 2025,
respectively | |
| 8,438 | | |
| 14,002 | |
| Common stock, $0.001
par value; 500,000,000 shares authorized; 12,276,978 issued and outstanding as of March 31, 2026; 9,672,451 shares issued and outstanding
as of March 31, 2025 | |
| 12 | | |
| 10 | |
| Additional
paid in capital* | |
| 259,122 | | |
| 233,582 | |
| Treasury
stock* | |
| (849 | ) | |
| (250 | ) |
| Accumulated
deficit | |
| (287,310 | ) | |
| (265,119 | ) |
| Total
LiveOne’s Stockholders’ Deficit | |
| (20,587 | ) | |
| (17,775 | ) |
| Non-controlling
interest | |
| 8,155 | | |
| 9,363 | |
| Total
equity (deficit) | |
| (12,432 | ) | |
| (8,412 | ) |
| Total
Liabilities, Mezzanine Equity and Stockholders’ Deficit | |
$ | 46,875 | | |
$ | 40,517 | |
LiveOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Adjusted EBITDA* Reconciliation (Unaudited)
(In thousands)
| | |
| | |
| | |
| | |
| | |
Non- | | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
Recurring | | |
| | |
| | |
| |
| | |
Net | | |
Depreciation | | |
Employee | | |
Other | | |
Acquisition
and | | |
Other | | |
(Benefit) | | |
| |
| | |
Income | | |
and | | |
Stock-Based | | |
Stock-Based | | |
Realignment | | |
(Income) | | |
Provision | | |
Adjusted | |
| | |
(Loss)* | | |
Amortization* | | |
Compensation* | | |
Compensation* | | |
Costs
(1)* | | |
Expense
(2)* | | |
for
Taxes* | | |
EBITDA* | |
| Three
Months Ended March 31, 2026 | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Operations
– PodcastOne | |
$ | (461 | ) | |
$ | 167 | | |
$ | 355 | | |
$ | 1,753 | | |
$ | 38 | | |
$ | 1 | | |
$ | - | | |
$ | 1,853 | |
| Operations
– Slacker | |
| (1,935 | ) | |
| 555 | | |
| 1 | | |
| 302 | | |
| - | | |
| 1,634 | | |
| - | | |
| 557 | |
| Operations
– Other | |
| (1,507 | ) | |
| 54 | | |
| 27 | | |
| 475 | | |
| - | | |
| (426 | ) | |
| (26 | ) | |
| (1,403 | ) |
| Corporate | |
| (3,676 | ) | |
| - | | |
| 1,204 | | |
| 107 | | |
| 187 | | |
| 1,469 | | |
| - | | |
| (709 | ) |
| Total | |
$ | (7,579 | ) | |
$ | 776 | | |
$ | 1,587 | | |
$ | 2,637 | | |
$ | 225 | | |
$ | 2,678 | | |
$ | (26 | ) | |
$ | 298 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Three
Months Ended March 31, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operations
– PodcastOne | |
$ | (2,336 | ) | |
$ | 470 | | |
$ | 267 | | |
$ | 432 | | |
$ | 3 | | |
$ | - | | |
$ | 12 | | |
$ | (1,152 | ) |
| Operations
– Slacker | |
| (2,786 | ) | |
| 5,761 | | |
| (144 | ) | |
| 167 | | |
| 45 | | |
| 132 | | |
| - | | |
| 3,175 | |
| Operations
– Other | |
| (4,073 | ) | |
| 2,802 | | |
| 79 | | |
| 69 | | |
| 18 | | |
| 33 | | |
| 1 | | |
| (1,071 | ) |
| Corporate | |
| (1,641 | ) | |
| - | | |
| (28 | ) | |
| (109 | ) | |
| 438 | | |
| (327 | ) | |
| 227 | | |
| (1,440 | ) |
| Total | |
$ | (10,836 | ) | |
$ | 9,033 | | |
$ | 174 | | |
$ | 559 | | |
$ | 504 | | |
$ | (162 | ) | |
$ | 240 | | |
$ | (488 | ) |
| | |
| | |
| | |
| | |
| | |
Non- | | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
Recurring | | |
| | |
| | |
| |
| | |
Net | | |
Depreciation | | |
Employee | | |
Other | | |
Acquisition
and | | |
Other | | |
(Benefit) | | |
| |
| | |
Income | | |
and | | |
Stock-Based | | |
Stock-Based | | |
Realignment | | |
(Income) | | |
Provision | | |
Adjusted | |
| | |
(Loss)* | | |
Amortization* | | |
Compensation* | | |
Compensation* | | |
Costs
(1)* | | |
Expense
(2)* | | |
for
Taxes* | | |
EBITDA* | |
| Year Ended March 31, 2026 | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Operations – PodcastOne | |
$ | (2,644 | ) | |
$ | 616 | | |
$ | 1,654 | | |
$ | 6,557 | | |
$ | 120 | | |
$ | 2 | | |
$ | - | | |
$ | 6,305 | |
| Operations – Slacker | |
| (3,063 | ) | |
| 767 | | |
| (126 | ) | |
| 560 | | |
| (8 | ) | |
| 1,691 | | |
| - | | |
| (179 | ) |
| Operations – Other | |
| (3,787 | ) | |
| 242 | | |
| 176 | | |
| 1,108 | | |
| 35 | | |
| (256 | ) | |
| (26 | ) | |
| (2,507 | ) |
| Corporate | |
| (11,759 | ) | |
| 1 | | |
| 1,273 | | |
| (682 | ) | |
| 2,262 | | |
| 4,306 | | |
| 56 | | |
| (4,542 | ) |
| Total | |
$ | (21,253 | ) | |
$ | 1,626 | | |
$ | 2,978 | | |
$ | 7,544 | | |
$ | 2,409 | | |
$ | 5,743 | | |
$ | 30 | | |
$ | (923 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Year Ended March 31, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operations – PodcastOne | |
$ | (6,458 | ) | |
$ | 1,671 | | |
$ | 2,671 | | |
$ | 1,544 | | |
$ | 47 | | |
$ | - | | |
$ | 24 | | |
$ | (501 | ) |
| Operations – Slacker | |
| 3,570 | | |
| 11,875 | | |
| 561 | | |
| 722 | | |
| 244 | | |
| 1,707 | | |
| - | | |
| 18,679 | |
| Operations – Other | |
| (8,166 | ) | |
| 3,430 | | |
| 1,361 | | |
| (474 | ) | |
| 640 | | |
| 123 | | |
| 1 | | |
| (3,085 | ) |
| Corporate | |
| (9,316 | ) | |
| 5 | | |
| 254 | | |
| 1,004 | | |
| 886 | | |
| 668 | | |
| (210 | ) | |
| (6,709 | ) |
| Total | |
$ | (20,370 | ) | |
$ | 16,981 | | |
$ | 7,643 | | |
$ | 7,643 | | |
$ | 1,817 | | |
$ | 2,498 | | |
$ | (185 | ) | |
$ | 8,384 | |
| (1) |
Non-Recurring Acquisition and Realignment Costs include non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, legal, accounting and other professional fees directly attributable to acquisition activity, employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, and certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date |
| (2) |
Other (income) expense above primarily includes interest expense and change in fair value of derivative liabilities. These are included in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted EBITDA* to loss. |
| * |
See the definition of Adjusted EBITDA under “About Non-GAAP Financial Measures” within this release. |
LiveOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Contribution Margin* Reconciliation (Unaudited)
(In thousands)
| | |
Three Months Ended
March 31 | | |
Year Ended
March 31 | |
| | |
2026* | | |
2025* | | |
2026* | | |
2025* | |
| Revenue: | |
$ | 18,919 | | |
$ | 19,288 | | |
$ | 77,144 | | |
$ | 114,405 | |
| Less: | |
| | | |
| | | |
| | | |
| | |
| Cost of Sales | |
| 15,424 | | |
| 13,344 | | |
| 64,865 | | |
| 85,241 | |
| Amortization of Developed Technology | |
| (540 | ) | |
| (834 | ) | |
| (1,014 | ) | |
| (3,087 | ) |
| Gross Profit | |
| 2,955 | | |
| 5,110 | | |
| 11,265 | | |
| 26,077 | |
| | |
| | | |
| | | |
| | | |
| | |
| Add backs: | |
| | | |
| | | |
| | | |
| | |
| Share-based Compensation | |
| 1,367 | | |
| 123 | | |
| 4,998 | | |
| 1,042 | |
| Depreciation | |
| 3 | | |
| 70 | | |
| 32 | | |
| 146 | |
| Amortization of Developed Technology: | |
| 540 | | |
| 834 | | |
| 1,014 | | |
| 3,087 | |
| Contribution Margin* | |
$ | 4,865 | | |
$ | 6,137 | | |
$ | 17,309 | | |
$ | 30,352 | |
| * |
See the definition of Contribution Margin under “About Non-GAAP Financial Measures” within this release. |
##END##
Exhibit 99.2
LiveOne (Nasdaq: LVO)
to Announce Its Fiscal Year 2026 Financial Results
To Host Investor Webcast on Wednesday,
June 24, 2026, at 10:30 am Eastern Time (7:30 am Pacific Time)
LOS ANGELES, June 17, 2026 -- LiveOne (Nasdaq:
LVO), an award-winning, creator-first music, entertainment, and technology platform, plans to announce its operating and financial results
for the fiscal year ended March 31, 2026 (“Fiscal Year 2026”) and host an investor webcast to discuss the results and provide
a business update on Wednesday, June 24, 2026 at 10:30 am Eastern Time (7:30 am Pacific Time).
To access the call, please use the following
information:
|
Date: |
Wednesday, June 24, 2026 |
| |
|
| Time: |
10:30 am ET (7:30 am PT) |
| |
|
| Webcast Link: |
https://events.q4inc.com/analyst/325286508?pwd=Q1KC0pEx |
| |
|
| Dial-in: |
(833) 461-5787 |
| |
|
| International Dial-in: |
+44 808 196 8935 |
| |
|
| Conference Code: |
325 286 508 |
About LiveOne
Headquartered
in Los Angeles, CA, LiveOne (Nasdaq: LVO) is an award-winning, creator-first, music, entertainment, and technology platform focused
on delivering premium experiences and content worldwide and live and virtual events. LiveOne’s subsidiaries include Slacker, PodcastOne
(Nasdaq: PODC), PPVOne, Custom Personalization Solutions, LiveXLive and DayOne Music Publishing. LiveOne is available on iOS, Android,
Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android TV, and through STIRR’s OTT applications. For more information, visit liveone.com and
follow us on Facebook, Instagram, TikTok, YouTube and Twitter at @liveone. For more investor information,
please visit ir.liveone.com.
Forward-Looking
Statements
All
statements other than statements of historical facts contained in this press release are “forward-looking statements,” which
may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will
likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,”
“intend,” “expect,” “anticipate,” “could,” “believe,” “seek,”
“continue,” “contemplate,” “predict,” “potential,” “target” or the negative
of such terms or other similar expressions. 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, including:
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 stockholder value; LiveOne’s ability to continue
as a going concern; LiveOne’s ability to attract, maintain and increase the number of its subscribers and paid users; LiveOne identifying,
acquiring, securing and developing content; LiveOne’s ability to implement its announced digital asset 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
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 LiveOne’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 quarter ended
December 31, 2025, filed with the SEC on February 13, 2026, and in LiveOne’s other filings and submissions with the SEC. These
forward-looking statements speak only as of the date hereof, and LiveOne disclaims any obligation to update these statements, except
as may be required by law. LiveOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995.
LiveOne Press
Contact:
press@liveone.com
Follow LiveOne on social media: Facebook,
Instagram, TikTok, YouTube, and X at @liveone.
