[8-K] LiveOne, Inc. Reports Material Event

Rhea-AI Filing Summary

LiveOne amended defined terms of its 11.75% Original Issue Discount Senior Secured Convertible Debentures issued May 19, 2025, to allow the company and its subsidiaries to purchase Bitcoin, Solana and Ethereum up to amounts agreed with the Purchasers under investment guidelines that are reasonably acceptable to the Purchasers. The amendment also permits LiveOne to retain one or more investment managers to pursue a Bitcoin yield strategy or otherwise actively manage purchased crypto.

The amendment leaves other Debenture and transaction terms unchanged and, pursuant to the Security Agreement, the Purchasers will have a security interest in any purchased crypto; the change is incorporated into the registrant's disclosure of a direct financial obligation/off-balance-sheet arrangement.

Positive

• Amendment explicitly permits purchases of Bitcoin, Solana and Ethereum under agreed limits and Guidelines
• Company may retain investment managers to pursue a Bitcoin yield strategy or actively manage purchased crypto
• Core Debenture and transaction terms remain unchanged, preserving the original financing structure

Negative

• Purchasers will have a security interest in any purchased crypto pursuant to the Security Agreement
• The amendment creates a reportable direct financial obligation/off-balance-sheet arrangement under Item 2.03

Insights

Financial Analyst

TL;DR: Amendment permits LiveOne to hold and actively manage crypto within its secured debenture framework; core financing terms remain unchanged.

The company formally expanded permitted assets under the May 19, 2025 debentures to include Bitcoin, Solana and Ethereum and may hire managers to pursue yield strategies on those holdings. The underlying financing structure—an 11.75% OID senior secured convertible debenture—and related transaction documents remain in force. This creates an explicit operational pathway for a crypto treasury while leaving the lender protections and security architecture intact, as Purchasers retain a security interest in purchased crypto.

Risk Analyst

TL;DR: The amendment creates encumbered crypto assets under the Security Agreement and formalizes a new direct financial obligation/off-balance-sheet arrangement.

The filing confirms that any purchased crypto will be subject to the Security Agreement, giving Purchasers a security interest. The company may engage third-party investment managers to implement a Bitcoin yield strategy, which will operate within Guidelines acceptable to Purchasers. These facts establish a new, contractually secured asset class on the Company’s balance sheet landscape and constitute a reportable direct financial obligation/off-balance-sheet arrangement under Item 2.03.

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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): August 5, 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 1.01. Entry into a Material Definitive Agreement.

On August 5, 2025, LiveOne, Inc. (the “Company”) amended certain defined terms contained in the Company’s Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) issued to certain institutional investors (collectively, the “Purchasers”) on May 19, 2025, to provide that the Company and/or its subsidiaries shall be permitted to purchase Bitcoin, Solana or Ethereum (collectively, “Crypto”) up to an amount as agreed to by the parties from time to time in one or more transactions in accordance with the investment guidelines adopted by the Company from time to time and reasonably acceptable to the Purchasers (the “Guidelines”), and that the Company may retain one or more investment managers to engage in a Bitcoin yield strategy or other active management of any purchased Crypto in accordance with the Guidelines, in each case to further enable the Company to pursue its recently announced crypto asset treasury strategy. The terms of the Debentures and other transactions documents entered into in connection therewith remain unchanged. Pursuant to the Security Agreement entered into by the parties in connection with the issuance of the Debentures, the Purchasers will have a security interest in any purchased Crypto.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
4.1		Form of 11.75% Original Issue Discount Senior Secured Convertible Debentures (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2025).
10.1		Securities Purchase Agreement, dated as of August 5, 2025, between the Company and the Purchasers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2025).
10.2		Subsidiary Guarantee, dated as of August 5, 2025, made by each of the Guarantors, in favor of the Secured Parties (as defined therein) (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2025).
10.3		Security Agreement, dated as of August 5, 2025, among the Company, the Guarantors, certain Purchasers and JGB Collateral, LLC as agent for the Purchasers (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2025).

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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: August 11, 2025	By:	/s/ Ryan Carhart
	Name:	Ryan Carhart
	Title:	Chief Financial Officer

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FAQ

What change did LiveOne (LVO) announce in this 8-K?

LiveOne amended defined terms of its senior secured convertible debentures to permit the company and its subsidiaries to purchase Bitcoin, Solana and Ethereum and to retain managers to pursue yield strategies on purchased crypto.

Which cryptocurrencies is LiveOne permitted to purchase under the amendment?

Bitcoin, Solana and Ethereum are explicitly named as permitted crypto assets.

Does the amendment change the other terms of the debentures?

No. The filing states the terms of the Debentures and related transaction documents remain unchanged.

Will Purchasers have any rights over purchased crypto?

Yes. Pursuant to the Security Agreement, the Purchasers will have a security interest in any purchased crypto.

Where is the amendment documented in the filing?

The amendment and related arrangements are reflected in the filing's exhibits (including Exhibits 4.1, 10.1, 10.2 and 10.3, as incorporated by reference).