Nasdaq delisting risk as LiveOne (NASDAQ: LVO) appeals and enacts reverse split

Rhea-AI Filing Summary

LiveOne, Inc. reports that Nasdaq staff has issued a determination to delist its common stock from The Nasdaq Capital Market after the company failed to regain compliance with the minimum $1.00 bid price rule by the September 24, 2025 deadline and did not qualify for an automatic second extension due to stockholders’ equity levels. On September 25, 2025, LiveOne filed a timely appeal to a Nasdaq Hearings Panel, which temporarily stays any delisting while the hearing process is underway and any extension granted by the Panel remains in effect.

The company implemented a previously approved one-for-ten reverse stock split on September 26, 2025, with shares beginning to trade on a split-adjusted basis that day, and it intends to present a plan to demonstrate or regain compliance at the Panel hearing. The Panel may grant up to an additional 180 days, but LiveOne cautions there is no assurance its plan will be accepted, that it will regain compliance, or that it will be able to continue meeting Nasdaq’s ongoing listing standards.

Positive

• None.

Negative

• Nasdaq delisting determination and compliance uncertainty: Nasdaq staff has determined LiveOne failed to regain compliance with the $1.00 bid price rule and was ineligible for an automatic extension, and the company warns there is no assurance its appeal or remediation plan will succeed or that it can maintain compliance with Nasdaq listing standards.

Insights

Equity Markets & Listing Standards Analyst

Nasdaq delisting risk rises for LiveOne despite reverse split and appeal.

LiveOne, Inc. discloses that Nasdaq staff has issued a delisting determination after the company failed to meet the minimum $1.00 bid price requirement by the September 24, 2025 deadline and did not qualify for an automatic second 180‑day extension because it fell short of the initial stockholders’ equity listing standard. This places the company’s Nasdaq Capital Market listing in jeopardy.

The company has responded by filing a timely appeal with a Nasdaq Hearings Panel on September 25, 2025 and carrying out a one‑for‑ten reverse stock split effective September 26, 2025, with trading on a split‑adjusted basis from that date. These steps keep the shares trading on Nasdaq during the appeal and are intended to support bid price compliance, but the outcome depends on the Panel’s discretion.

LiveOne plans to present a compliance plan at the hearing, and the Panel may grant up to an additional 180 days to regain compliance. However, the company explicitly notes there is no assurance the plan will be accepted, that compliance will be restored, or that other continued listing requirements will be met, leaving meaningful uncertainty around the durability of its Nasdaq listing until the Panel process concludes.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

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): September 25, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on March 28, 2025, the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) notified LiveOne, Inc. (the “Company”) that the listing of the Company’s shares of common stock, $0.001 par value per share (the “common stock”), was not in compliance with Nasdaq Listing Rule 5550(a)(2) as a result of the bid price of the Company’s common stock having closed at less than $1.00 per share over the then previous 30 consecutive business days (the “Bid Price Rule”). On September 25, 2025, the Company received a delist determination letter from the Staff advising the Company that the Staff had determined that the Company did not regain compliance with the Bid Price Rule by the September 24, 2025 deadline, and that the Company was not eligible for a second 180 day extension period due to the Company not meeting the minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market. Accordingly, unless the Company requested an appeal of this determination by October 2, 2025, the Staff had determined that the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market.

As a result of effecting the Reverse Stock Split (as defined below) and timely filing the Appeal (as defined below), the Company fully expects to regain compliance with the Bid Price Rule and to continue to trade on The Nasdaq Capital Market under the symbol “LVO”.

On September 25, 2025, the Company timely appealed the Staff’s delisting determination (the “Appeal”) by submitting a hearing request to the Nasdaq Hearings Panel (the “Panel”), which request automatically stays the delisting of the Company’s common stock by the Staff at least until the hearing process concludes and any extension granted by the Panel expires. In the interim, the Company’s common stock will continue to trade on Nasdaq under the symbol “LVO” at least pending the ultimate conclusion of the hearing process.

As previously reported, the Company received approval from Nasdaq to effect a one-for-ten reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Stock Split”). The Company effected the Reverse Stock Split in the market on September 26, 2025 and its common stock began trading on The Nasdaq Capital Market on a split-adjusted basis at the market open on such date.

At the Panel hearing, the Company intends to present a plan to regain compliance with the Bid Price Rule. The Panel may, in its discretion, determine that the Company has demonstrated compliance with the Bid Price Rule and/or grant the Company up to an additional 180-day compliance period to regain compliance and maintain its Nasdaq listing. There can be no assurance that the Company’s plan will be accepted by the Panel, that such appeal will be successful or that the Company will be able to regain compliance with the Bid Price Rule. In addition, there can be no assurance that in the future the Company will be able to maintain compliance with the Bid Price Rule and/or comply with the other applicable Nasdaq continued listing requirements and thereby be able to maintain the listing of its common stock on The Nasdaq Capital Market.

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 15, 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.

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: October 1, 2025	By:	/s/ Ryan Carhart
	Name:	Ryan Carhart
	Title:	Chief Financial Officer

2

FAQ

Why did Nasdaq issue a delisting determination for LiveOne (LVO)?

Nasdaq staff issued a delisting determination because LiveOne, Inc. did not regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price, by the September 24, 2025 deadline and did not meet the minimum stockholders’ equity initial listing requirement needed for a second 180‑day extension.

Is LiveOne (LVO) still trading on The Nasdaq Capital Market?

Yes. LiveOne states that after it filed a timely appeal to a Nasdaq Hearings Panel on September 25, 2025, the delisting was automatically stayed, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol “LVO” at least until the hearing process concludes and any extension granted by the Panel expires.

What actions has LiveOne taken to address the Nasdaq bid price deficiency?

LiveOne reports that it effected a previously approved one‑for‑ten reverse stock split of its outstanding common stock, which became effective in the market on September 26, 2025, with shares beginning to trade on a split‑adjusted basis on The Nasdaq Capital Market at the market open on that date, and it plans to present a bid price compliance plan to the Nasdaq Hearings Panel.

What could the Nasdaq Hearings Panel decide in LiveOne’s case?

The filing explains that the Nasdaq Hearings Panel may, in its discretion, determine that LiveOne has demonstrated compliance with the minimum bid price rule and/or grant the company up to an additional 180‑day compliance period to regain compliance and maintain its Nasdaq listing, but there is no assurance such relief will be granted.

Does LiveOne guarantee it will remain listed on Nasdaq?

No. LiveOne cautions that there can be no assurance its plan will be accepted by the Nasdaq Hearings Panel, that its appeal will be successful, that it will regain compliance with the bid price rule, or that it will continue to satisfy other Nasdaq continued listing requirements needed to maintain its Nasdaq Capital Market listing.

How does the reverse stock split affect LiveOne’s common stock?

The company states that it implemented a one‑for‑ten reverse stock split of its outstanding common stock, and that as of September 26, 2025, the shares began trading on The Nasdaq Capital Market on a split‑adjusted basis, which is intended to help address the minimum bid price requirement.