This prospectus is part of
a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) utilizing a “shelf”
registration process. Under this shelf registration process, we may offer shares of our common stock, preferred stock, various series
of debt securities and/or warrants or rights to purchase any of such securities, either individually or in units, in one or more offerings,
with a total value of up to $150,000,000. This prospectus provides you with a general description of the securities we may offer. Each
time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering.
This prospectus does not contain
all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you
should refer to the registration statement, including its exhibits. The prospectus supplement may also add, update or change information
contained or incorporated by reference in this prospectus. However, no prospectus supplement will offer a security that is not registered
and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable prospectus supplements
and the documents incorporated by reference into this prospectus, includes all material information relating to the offering of securities
under this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, the information and documents
incorporated herein by reference and the additional information under the heading “Where You Can Find More Information” before
making an investment decision.
You should rely only on the
information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone
to provide you with information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson
or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus.
You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby,
but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus
or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated
herein by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this
prospectus or any sale of a security.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in
the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose
of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you.
Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus may not
be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies
between any prospectus supplement, this prospectus and any documents incorporated by reference, the document with the most recent date
will control.
Unless the context otherwise
requires, “LiveOne,” the “Company,” “we,” “us,” “our” and similar terms refer
to LiveOne, Inc. together with its subsidiaries.
All references in this prospectus
to our financial statements include, unless the context indicates otherwise, the related notes
DESCRIPTION OF CAPITAL STOCK
General
The following description
of our capital stock and provisions of our Certificate of Incorporation and Bylaws are summaries and are qualified by reference to the
Certificate of Incorporation and Bylaws that are on file with the SEC.
Our Certificate of Incorporation
authorizes us to issue up to 10,000,000 shares of preferred stock, $0.001 par value per share, and 500,000,000 shares of our common stock,
$0.001 par value per share.
As of February 2, 2022, there
were 81,908,983 and 0 shares of common stock and preferred stock, respectively, issued and outstanding.
As of February 2, 2022, we
had 420 holders of record of our common stock, which excludes stockholders whose shares were held in nominee or street name by brokers.
The actual number of common stockholders is greater than the number of record holders and includes stockholders who are beneficial owners,
but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders
whose shares may be held in trust by other entities.
Common Stock
Voting
Holders of our common stock
are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election
of directors, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled
to vote in any election of directors can elect all of the directors standing for election.
Dividends
Subject to preferences
that may be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any,
as may be declared from time to time by our board of directors out of legally available funds.
Liquidation
In the event of our liquidation,
dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution
to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference
granted to the holders of any outstanding shares of preferred stock.
Rights and Preferences
Holders of our common stock
have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common
stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.
Fully Paid and Nonassessable
All of our outstanding shares
of common stock are, and the shares of common stock to be issued in this offering will be, fully paid and nonassessable.
Preferred Stock
Our board of directors has
the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series,
to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges
of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon and to increase or decrease the
number of shares of any such series, but not below the number of shares of such series then outstanding.
Our board of directors may
authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights
of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control
that may otherwise benefit holders of our common stock and may adversely affect the market price of the common stock and the voting and
other rights of the holders of common stock. As of February 2, 2022, there were no shares of our preferred stock outstanding.
Authorized and Unissued Capital Stock
Delaware law does not require
stockholder approval for any issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including
future public offerings, to raise additional capital or to facilitate acquisitions.
One of the effects of the
existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons
friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by
means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive
the stockholders of opportunities to sell their shares at prices higher than prevailing market prices.
Warrants
As of February 2, 2022, there
were no warrants outstanding.
2016 Plan Awards
As of February 2, 2022, we
have granted options, restricted stock units, and restricted share awards, to purchase in aggregate of approximately 7,400,000 shares
of our common stock under the 2016 Equity Incentive Plan, as amended, with a weighted average exercise price of approximately $3.92 per
share.
Delaware Anti-Takeover Law and Certain Charter
and Bylaw Provisions
Delaware Anti-Takeover
Statute
We are subject to the provisions
of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period
of three years following the date the person became an interested stockholder unless:
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prior to the date of the transaction, our board of directors approved either the business combination
or the transaction which resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder,
(1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants
do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;
or
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at or subsequent to the date of the transaction, the business combination is approved by our board of
directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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Generally, a business combination
includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested
stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to
have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that
Section 203 may discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
The provisions of Delaware
law and the provisions of our Certificate of Incorporation and Bylaws could have the effect of discouraging others from attempting hostile
takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result
from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management.
It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem
to be in their best interests.
Bylaws
Provisions of our Bylaws may
delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions
in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to
be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our
Bylaws:
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permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences
and privileges as they may designate (including the right to approve an acquisition or other change in our control);
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provide that the authorized number of directors may be changed only by resolution of the board of directors;
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provide that all vacancies, including newly created directorships, may, except as otherwise required by
law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; and
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do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares
of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose).
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The amendment of any of these
provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights, preferences
and privileges thereto, would require approval by the holders of a majority of our then outstanding common stock.
Listing
Our common stock is listed
for quotation on The Nasdaq Capital Market under the symbol “LVO.”
EXPERTS
The consolidated financial
statements as of March 31, 2021 and 2020, and for the years then ended incorporated by reference in this Prospectus and in the Registration
Statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated
herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financial
statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject to the reporting
requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC.
You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying
cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC filings
are also available at the SEC’s web site at www.sec.gov.
This prospectus is only part
of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and therefore omits certain information
contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded
from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring
to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without
charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.
We also maintain a website
at www.livexlive.com, through which you can access our SEC filings. The website addresses referenced herein are not intended to function
as hyperlinks, and the information contained in our website, the SEC’s website or any other website referenced herein is not incorporated
by reference into this prospectus and should not be considered to be part of this prospectus.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you
by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information. This prospectus omits certain information contained
in the registration statement, as permitted by the SEC. You should refer to the registration statement and any prospectus supplement
filed hereafter, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus.
Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration
statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of
the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed
rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating
by reference are:
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our Annual Report on Form
10-K for the fiscal year ended March 31, 2021, filed with the SEC on July 14, 2021;
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our Quarterly Report on Form
10-Q for the quarter ended June 30, 2021, filed with the SEC on August 16, 2021;
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our Quarterly Report on Form
10-Q for the quarter ended September 30, 2021, filed with the SEC on October 29, 2021;
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our Current Report on Form
8-K filed with the SEC on November 1, 2021;
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our Current Report on Form
8-K, filed with the SEC on November 30, 2021;
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our Current Report on Form
8-K filed with the SEC on December 15, 2021;
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our Current Report on Form
8-K filed with the SEC on January 4, 2022;
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our Current Report on Form
8-K filed with the SEC on January 13, 2022;
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the information specifically incorporated
by reference into our Annual Report on Form 10-K for the fiscal year ended March 31, 2021
from our definitive Proxy Statement on Schedule
14A, filed with the SEC on July 29, 2021;
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the description of our common stock
contained in our Registration Statement on Form 8-A, filed on October
19, 2017 and as amended on February
20, 2018, pursuant to Section 12(b) of the Exchange Act, which incorporates
by reference the description of the shares of our common stock contained in our Registration
Statement on Form S-1 (Registration No. 333-217893) initially filed with the SEC on May
11, 2017, as amended, and declared effective by the SEC on December
21, 2017, and any amendment or report filed with the SEC for purposes of updating such
description;
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all reports and other documents subsequently
filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this prospectus and prior to the termination or completion of the offering of
securities under this prospectus shall be deemed to be incorporated by reference in this
prospectus and to be a part hereof from the date of filing such reports and other documents.
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Unless otherwise noted, the
SEC file number for each of the documents listed above is 001-38249.
Unless expressly incorporated
by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished, but not filed, with the SEC.
Any statement contained in
this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed
document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified
or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will promptly provide,
without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus,
other than exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents. Requests should
be directed to:
Corporate Secretary
LiveOne, Inc.
269 South Beverly Drive, Suite 1450
Beverly Hills, CA 90212
You should rely only on information
contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide
you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making
offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
You can also find these filings
on our website at www.livexlive.com. We are not incorporating the information on our website other than these filings into this
prospectus or any prospectus supplement.
The information in
this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion,
dated February 4, 2022
LIVEONE, INC.
PROSPECTUS
Up to $45,000,000
Common Stock
We have entered into a Sales
Agreement, dated August 23, 2021 (the “Sales Agreement”), with Needham & Company, LLC (the “Sales Agent”).
The Sales Agreement relates to the sale of shares of our common stock offered by this prospectus. In accordance with the terms of the
Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $45,000,000 from time to
time through Needham & Company, acting as our agent or principal.
Our common stock trades on
The Nasdaq Capital Market under the symbol “LIVX.” On February 1, 2022, the last reported sale price of our common stock
on The Nasdaq Capital Market was $1.00 per share.
Sales of our common stock,
if any, under this prospectus will be made by any method permitted that is deemed an “at the market offering” as defined
in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Needham & Company is not required to sell any specific
amount, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices.
There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Needham & Company will
be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share sold. See “Plan of Distribution”
beginning on page S-11 for additional information regarding the compensation to be paid to Needham & Company. In connection with
the sale of the common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the
Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed
in the Sales Agreement to provide indemnification and contribution to Needham & Company with respect to certain liabilities, including
liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Investing in our common
stock involves a high degree of risk. Please read the information contained in and incorporated by reference under the heading “Risk
Factors” beginning on page S-5 of this prospectus, the section captioned “Item 1A—Risk Factors” in our most
recently filed Annual Report on Form 10-K and in our most recently filed Quarterly Report on Form 10-Q, which we have incorporated by
reference into this prospectus, and under similar headings in the other documents that are filed after the date hereof and incorporated
by reference into this prospectus.
Neither the U.S. Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Needham & Company
The date of this prospectus is , 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement on Form S-3 (No. 333-________) that we filed with the U.S. Securities and Exchange Commission (the “SEC”),
using a “shelf” registration process. Under the registration statement, we may sell any combination of our common stock and
preferred stock, debt securities and/or warrants to purchase any of such securities, either individually or in units, from time to time
in one or more offerings. This prospectus provides specific information about the offering by us of shares of our common stock from time
to time under the shelf registration statement.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into
this prospectus or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including, in some
cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty
or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
It is important for you to
read and consider all of the information contained in this prospectus and the accompanying prospectus in making your investment decision.
We include cross-references in this prospectus to captions in these materials where you can find additional related discussions. The table
of contents in this prospectus provides the pages on which these captions are located.
You should not assume that
the information contained in this prospectus and any free writing prospectus, or incorporated by reference herein or therein, is accurate
as of any date other than as of the date of this prospectus or any free writing prospectus, as the case may be, or in the case of the
documents incorporated by reference, the date of such documents regardless of the time of delivery of this prospectus or any sale of our
securities. You should assume that the information appearing in this prospectus the documents incorporated by reference and any related
free writing prospectus is accurate only as of the respective dates of such documents. Our business, financial condition, liquidity, results
of operations and prospects may have changed since those dates.
This prospectus and the information
incorporated herein and therein by reference, include trademarks, service marks and trade names owned by us or other companies. All trademarks,
service marks and trade names included or incorporated by reference into this prospectus or the accompanying base prospectus are the property
of their respective owners.
This prospectus contains or
incorporates by reference summaries of certain provisions contained in some of the documents described herein, but all such summaries
are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed
or have been or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and
you may obtain copies of those documents as described in this prospectus under the heading “Where You Can Find More Information”
beginning on page P-12.
In this prospectus, unless
otherwise stated or the context otherwise requires, the terms “LiveOne,” “LiveXLive,” “we,” “us,”
“our” and the “Company” refer to LiveOne, Inc. together with its subsidiaries. References to our “common
stock” refer to the common stock of LiveOne, Inc.
All references in this prospectus
to our financial statements include, unless the context indicates otherwise, the related notes.
No action is being taken
in any jurisdiction outside the United States to permit a public offering of the securities or possession or distribution of this prospectus
in that jurisdiction. Persons who come into possession of this prospectus or the accompanying base prospectus in jurisdictions outside
the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of
this prospectus applicable to that jurisdiction.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents
incorporated by reference herein or therein, contain forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which
are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of
forward-looking terms such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or other comparable
terms. All statements other than statements of historical facts included in this prospectus and the documents incorporated by reference
herein or therein regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking
statements. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that
could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry
results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these
forward-looking statements. These forward-looking statements are based on assumptions regarding our present and future business strategies
and the environment in which we expect to operate in the future. Important risks and factors that could cause those differences include,
but are not limited to:
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our reliance on one key customer for a substantial percentage of our
revenue;
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our incurrence of significant operating and net losses since our inception,
and we anticipate continuing to incur significant losses for the foreseeable future;
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our need to potentially raise additional capital, including to fund
our current debt obligations and to fund potential acquisitions and capital expenditures, which may not be available on terms acceptable
to us or at all and which depends on many factors beyond our control.
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the effects of the global COVID-19 pandemic;
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our ability to consummate any proposed financing, acquisition or transaction,
the timing of the closing of such proposed event, including the risks that a condition to closing would not be satisfied within the
expected timeframe or at all, or that the closing of any proposed financing, acquisition or transaction will not occur or whether
any such event will enhance shareholder value;
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our ability to attract, maintain and increase the number of our users and paid subscribers;
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our ability to identify, acquire, secure and develop content, including original content;
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our ability to successfully implement our growth strategy, including
relating to our technology platforms and applications;
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our ability to maintain compliance with certain financial and other covenants;
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our ability to consummate any future acquisitions on the proposed terms or at all;
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our ability to integrate our acquired businesses;
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the ability of the combined business to grow, including through acquisitions
which we are able to successfully integrate, and the ability of our executive officers to manage growth profitably;
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the demand for live and music streaming services and market acceptance
for our products and services;
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our ability to generate sufficient cash flow to make payments on our
indebtedness;
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our incurrence of additional indebtedness in the future; our ability
to repay current indebtedness at maturity or to redeem the convertible debentures upon a fundamental chance or at specific redemption
dates;
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the outcome(s) of any legal proceedings pending or that may be instituted
against us, our subsidiaries, or third parties to whom we owe indemnification obligations;
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changes in laws or regulations that apply to us or our industry;
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our ability to recognize and timely implement future technologies in
the music and live streaming space;
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our ability to capitalize on investments in developing our service
offerings, including our LiveXLive app, to deliver and develop upon current and future technologies;
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our significant reliance on technology to stream our content and manage
other aspects of our operations;
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significant product development expenses associated with our technology
initiatives;
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our ability to deliver end-to-end network performance sufficient to
meet increasing customer demands;
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our ability to timely and economically obtain necessary approval(s),
releases and or licenses on a timely basis for the use of our music content on our service platform;
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our ability to obtain and maintain international authorizations to
operate our service over the proper foreign jurisdictions our customers utilize;
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our ability to expand our service offerings and deliver on our service roadmap;
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our ability to timely and cost-effectively produce, identify and or
deliver compelling content that brands will advertise on and or customers will purchase and or subscribe to across our platform;
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general economic and technological circumstances in the music and live streaming digital markets;
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our ability to obtain and maintain licenses for music content used
on our platforms;
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the loss of, or failure to realize benefits from, agreements with our
music labels, publishers and partners;
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our ability to compete with our competitors;
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our company facing significant competition for advertiser and sponsorship spend;
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impact of negative media coverage on our business;
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our ability to develop, maintain, protect and enhance our brand;
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our ability to develop and maintain strong security systems and measures;
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unfavorable economic conditions in the music industry and economy as a whole;
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our ability to expand our domestic or international operations, including
our ability to grow our business with current and potential future music labels, festivals, publishers, or partners;
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the effects of service interruptions or delays, technology failures,
material defects or errors in our software, damage to our equipment or geopolitical restrictions;
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costs associated with defending pending or future intellectual property
infringement actions and other litigation or claims;
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increases in our projected capital expenditures due to, among other
things, unexpected costs incurred in connection with the roll out of our technology roadmap or our plans of expansion in North America
and internationally;
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the effect of minimum guarantees required under certain of our podcast
license agreements;
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fluctuation in our operating results;
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the effect of the conditional conversion feature of our convertible notes and convertible debentures;
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our ability to establish and maintain effective internal controls over financial reporting;
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our ability to overcome substantial doubt about our ability to continue as a going concern;
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data security and privacy risks;
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changes in tax treatment of companies engaged in e-commerce;
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our reliance, in part, on the strength of our live in person festivals
and events, as well as our online businesses, and the level of their popularity;
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if we are forced to cancel or postpone all or part of a scheduled festival
or event;
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the risk of personal injuries and accidents occurring at our live music
events, which could subject us to personal injury or other claims, increase our expenses and damage our brands;
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other risks and uncertainties applicable to the businesses of our subsidiaries; and
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other risks and uncertainties included in this prospectus under the
caption “Risk Factors” and risks and uncertainties described in documents incorporated by reference into this prospectus.
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Forward-looking statements
are based only on our current beliefs, expectations and assumptions regarding the future of our business, strategies, projections, anticipated
events and trends, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual
results and financial condition may differ materially from those indicated in our forward-looking statements. Therefore, you should not
rely on the occurrence of events described in any of these forward-looking statements. We undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time
to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. We qualify all of the information presented in this prospectus, any accompanying prospectus supplement
and any document incorporated herein by reference, and particularly our forward-looking statements, by these cautionary statements.
PROSPECTUS SUMMARY
This summary highlights
certain information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus.
This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in
our securities. For a more complete understanding of our Company and this offering, we encourage you to read and consider carefully the
more detailed information in this prospectus, including the information under the heading “Risk Factors” in this prospectus
and in the information incorporated by reference in this prospectus.
Overview
LiveOne, Inc. (the “Company,”
“LXL,” “LiveXLive,” “we,” “us,” or “our”) is a pioneer in the acquisition,
distribution and monetization of live music events, Internet radio, podcasting/vodcasting and music-related subscription, streaming and
video content. Through our comprehensive service offerings and innovative content platform, we provide music fans the ability to listen,
watch, attend, engage and transact. Serving a global audience, our mission is to bring the experience of live music and entertainment
to consumers wherever music and entertainment is watched, listened to, discussed, deliberated or performed around the world.
Our operating model is focused
on a flywheel concept of integrated services centered on servicing and monetizing superfans through multiple revenue streams and product/service
offerings. At December 31, 2021, we operated eight core integrated services: (1) one of the industry’s leading online live music
streaming platforms (LiveXLive), (2) a fully integrated subscription and advertising streaming music service Slacker, Inc. (“Slacker”)
operating as LiveXLive powered by Slacker, (3) a leading podcasting platform operating as PodcastOne (“PodcastOne”), (4)
producer of original music-related content, including live music festivals, concerts and events through React Presents LLC (“React
Presents”), (5) a retailer of personalized merchandise and gifts operating as Custom Personalization Solutions, Inc. (“CPS”),
(6) a producer of pay-per-view events and offerings operating as PPVOne, Inc. (“PPVOne”), (7) Gramophone Media, Inc., an
artist and brand development company which comprises boutique agencies specializing in public relations, music and technology, artists
and repertoire, strategic marketing, brand positioning, graphic design, and social media management (“Gramophone”), and (8)
effective as of January 2022, a music records label operating as Palm Beach Records (“Palm Beach Records”). LiveXLive is
the first ‘live social music network’, delivering premium live-streamed, digital audio and on-demand music
experiences from the world’s top music festivals, concerts and events, including Rock in Rio, Electronic Daisy Carnival (“EDC”)
Las Vegas, iHeartRadio’s Wango Tango and many more. LiveXLive enhances the experience by granting audiences access to premium original
content, artist exclusives and industry interviews. Our LiveXLive application offers users access to live events, audio streams with
access to millions of songs and hundreds of expert-curated radio platforms and stations, original episodic content, podcasts, vodcasts,
video on demand, real-time livestreams, and social sharing of content. Today, our business is comprised of a single operating segment
(hereon referred to as our “operations”).
We generate revenue through
the sale of subscription-based services and advertising from our music offerings, from the licensing, advertising and sponsorship of
our live music and podcast content rights and services, from our expanding pay-per-view offerings, from retail sales of merchandise and
gifts and expect to generate revenue from ticket sales as live events return post-COVID 19 pandemic and other revenue streams.
Operations
We provide services through
a dedicated over-the-top application (“LXL App”) called LiveXLive. Our services are delivered through digital streaming transmissions
over the Internet and/or through satellite transmissions and may be accessed on users’ desk-top, tablets, mobile devices (iOS,
Android), Roku, Apple TV, and Amazon Fire, and through over-the-top (“OTT”), Samsung TV, STIRR, Sling, and XUMO with more
service platforms in discussions. Our users can also access our music platform from our websites, including www.livexlive.com and www.slacker.com. Our
users may also access our podcasts on www.podcastone.com or our PodcastOne app and acquire merchandise and gifts on www.personalizedplanet.com
and www.limogesjewelry.com.
Historically, we acquired the rights to stream our live and recorded music and broadcasts from a combination
of festival owners and promoters, such as Anschutz Entertainment Group (“AEG”) and Live Nation Entertainment, Inc. (“Live
Nation”), music labels, including Universal Music, Warner Music and Sony Music, and through individual music publishers and rights
holders. In March 2019, we entered into a multi-year agreement with iHeartMedia that combines content, production, distribution and promotion,
which was further extended in March 2020, giving us exclusive global livestreaming rights to over 20 of their events per year. Beginning
mid-March 2020, the current pandemic associated with COVID-19 temporarily shut down the production of all on-ground, live music festivals
and events. As a result, we pivoted our production to 100% streaming, and began producing, curating, and broadcasting streaming music
festivals, concerts and events across our platform. In May 2020, we launched our first pay-per-view (“PPV”) performances
across our platform, allowing artists and fans to access a new digital compliment to live festivals, concerts and events.
The majority of our content
acquisition agreements provide us the exclusive rights to produce, license, broadcast and distribute live broadcast streams of these
festivals and events throughout the world and across any digital platform, including cable, Internet, video, audio, video-on-demand (“VOD”)
and virtual reality (“VR”). As of December 31, 2021, we held the streaming rights to over 13 festivals and live music events
under long-term contracts that range from two to seven years in duration. Today, we have increased these live streaming festival rights
and are working to expand our VOD, PPV, content catalog and content capabilities.
Since 2018, we launched LiveZone,
a traveling studio originating from live music events and festivals all over the world. LiveZone combines music news, commentary, festival
updates and artist interviews, and provide context to premiere events by showcasing exotic locales, unique venues, and artist backstories,
adding “pre-show” and “post-show” segments to livestreamed artist performances and original festival-based content.
During fiscal year ended March 31, 2021, we launched our own franchises including “Music Lives,” our multi-artist virtual
festival, “Music Lives ON,” our weekly series of virtual live-streaming performances, and “The Lockdown Awards”,
our award show celebrating the best in quarantine content.
In February 2020, we acquired
React Presents, giving us the capability to produce and stream over 200 events annually, including React Presents’ tent pole festival
Spring Awakening. In July 2020, we entered the podcasting business with the acquisition of PodcastOne and in December 2020, we entered
the merchandising business with the acquisition of CPS. During the quarter ending March 31, 2022, we intend to continue our efforts to
implement our announced spin-out of our existing pay-per-view business as a separate public company and our plan to distribute a portion
of the new company’s equity to our common stockholders, subject to obtaining applicable approvals and consents and compliance with
applicable rules and regulations and public market trading and listing requirements. In October 2021, we acquired Gramophone, entering
artist and brand development business. Effective as of January 2022, we acquired Palm Beach Records further enhancing our music records
label business.
During the fiscal year ended
March 31, 2021, we livestreamed 146 major music festivals and live music events and generated approximately 150 million views worldwide,
and as of December 31, 2021, our subscription service eclipsed 1.3 million paid subscribers across our audio services. Included in the
total number as of December 31, 2021 are certain subscribers which are the subject of a contractual dispute. We are currently not recognizing
revenue related to these subscribers.
Live Music Events
We produce, edit, curate
and stream live music events through (i) broadband transmission over the Internet and/or satellite networks to our users throughout the
world, where permitted (“Digital Live Events”) both advertiser supported and PPV events, and (ii) physical ticket sales of
on-location music events and festivals at a variety of indoor clubs and outdoor venues and arenas (“On-premise Live Events”).
These services allow our users to access live music content in person and over the Internet, including the ability to chat and communicate
over our platform. LiveXLive provides Digital Live Events for free to our users; however, beginning in May 2020 we launched PPV capabilities
and began charging our users to view certain Digital Live Events. We monetize these live events through third party advertising and sponsorship,
including with brands such as Hyundai, Facebook, Tik Tok, Porsche, and Pepsi, and selling territorial licensing rights to Tencent in
China and Ocesa in Mexico. Our cost structure varies by music event, and may include set upfront fees/artist guarantees, the amount of
which is often dependent on specific artist. A festival’s existing production infrastructure or lack thereof, and, in turn results
in, us having a production/financial commitment to the live stream, and in some cases, we may also share the associated revenue. The
fees generated from any advertising, sponsored content, VOD/PPV and other services are generally subject to the aforementioned revenue
sharing arrangements with certain artists, festival owners and/or music right holders, when applicable.
In February 2020, we acquired
React Presents, a Chicago based live music promoter giving us the rights to produce and stream over 200 events annually, including React
Presents’ tent pole festival Spring Awakening.
Digital Internet Radio and Music Services
Our digital Internet radio
and music services are available to users online and through automotive and mobile original equipment manufacturers (“OEMs”)
on a white label basis, which allow certain OEMs to customize the radio and music services with their own logos, branding and systems.
Our users are able to listen to a variety of music, radio personalities, news, sports, comedy and the audio of live music events. Our
revenue structure for our digital Internet radio and music services varies and may be in the form of (i) a free service to the listener
supported by paid advertising, (ii) paid premium subscription services, and/or (iii) a fixed fee per user. The fees generated from ad-supported
and subscription services are generally subject to revenue sharing arrangements with music right holders and labels, and fees to festivals,
clubs, events, concerts, artists, promoters, venues, music labels and publishers (“Content Providers”).
Podcast Services
Our podcasts are available
to users online alongside our digital Internet radio. Our users are able to listen to a variety of podcasts, from music, radio personalities,
news, entertainment, comedy and sports. The podcasts are available on the LiveXLive platforms and also on other leading podcast listening
platforms such as Apple Music, Spotify, and Amazon. Similar to our digital Internet radio fee structure, we monetize podcasts through
(i) paid advertising or (ii) paid premium subscription services. We own one of the largest networks of podcast content in North America,
which generates more than 2.48 billion downloads per year and 300+ episodes distributed per week across a stable of hundreds of top podcasts.
In April 2021, we announced an agreement with Samsung for all PodcastOne distributed content to be available via the Listen tab on Samsung
TV.
Merchandise
With the acquisition of CPS,
we now own a group of web-oriented businesses specializing in the merchandise personalization industry. CPS develops, manufactures, and
distributes personalized products for wholesale and direct-to-consumer distribution. CPS offers thousands of exclusive personalized gift
items for family, home, seasonal holidays, and special events along with personalized jewelry. Wholesale clients include Walmart, Zulily,
Zales, Petco, and Bed, Bath, & Beyond.
Artist and Brand Development
With the acquisition of Gramophone,
we now own an artist and brand development company which comprises boutique agencies specializing in public relations, music and technology,
artists and repertoire, strategic marketing, brand positioning, graphic design, and social media management. The acquisition of Gramophone
complements our recently launched online digital talent search platform, Self Made, and further expands on our business model adding
a new component to our flywheel of complementary businesses by providing artists an end-to-end solution to develop and amplify their
brand audiences across our apps, social media and podcast platforms.
Music Records Label and
Studio
With the acquisition of Palm
Beach Records effective as of January 2022, we now own a music records label and studio, and we plan to expand the studio’s music
operations and launch a full-service podcast recording studio. We will use the studio to break and sign new music and podcast talent,
broaden its publishing, management and recording divisions, offer exclusive content to drive new LiveOne members and use the studio for
franchises and South Florida-based events - where we continue to bolster our operations and events.
Ancillary Products and Services
We also provide our customers
the following:
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Regulatory Support – streaming of
music is generally subject to copyright protection. Whenever possible, we use our best efforts to clear music copyright licenses,
artist streaming preferences and music publishing rights in advance of usage.
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Post-Implementation Support – once our App is
live on a platform, we provide technical and network support, which includes 24/7 operational assistance and monitoring of our services
and performance.
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Corporate Information
On October 5, 2021, our name
changed from “LiveXLive Media, Inc.” to “LiveOne, Inc.” Prior to that, on August 2, 2017, our name changed from
“Loton, Corp” to “LiveXLive Media, Inc.”, and we reincorporated from the State of Nevada to the State of Delaware,
pursuant to the reincorporation merger of Loton, Corp (“Loton”), a Nevada corporation, with and into LiveXLive Media, Inc.,
a Delaware corporation and Loton’s wholly owned subsidiary, effected on the same date. As a result of such reincorporation merger,
Loton ceased to exist as a separate entity, with LiveXLive Media, Inc. being the surviving entity. Our principal executive offices are
located at 269 S. Beverly Dr., Suite 1450, Beverly Hills, CA 90212. Our main corporate website address is www.livexlive.com. We
make available on or through our website our periodic reports that we file with the SEC. This information is available on our website
free of charge as soon as reasonably practicable after we electronically file the information with or furnish it to the SEC. The contents
of our website are not incorporated by reference into this document and shall not be deemed “filed” under the Exchange Act.
Available Information
Our main corporate website
address is www.livexlive.com. Copies of our Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, Current Reports
on Form 8-K and our other reports and documents filed with or furnished to the SEC, and any amendments to the foregoing, will be provided
without charge to any shareholder submitting a written request to the Secretary at our principal executive offices or by calling (310)
601-2500. All of our SEC filings are also available on our website at http://ir.livexlive.com/ir-home as soon as reasonably
practicable after having been electronically filed or furnished to the SEC. All of our SEC filings are also available at the SEC’s
website at www.sec.gov.
We provide notifications
of news or announcements regarding our financial performance, including SEC filings, investor events, and press and earnings releases
on the investor relations section of our corporate website. Investors can receive notifications of new press releases and SEC filings
by signing up for email alerts on our website. Further corporate governance information, including our board committee charters and code
of ethics, is also available on our website at http://ir.livexlive.com/ir-home. The information included on our website or
social media accounts, or any of the websites of entities that we are affiliated with, is not incorporated by reference into this prospectus
or in any other report or document we file with the SEC, and any references to our website or social media accounts are intended to be
inactive textual references only.
THE OFFERING
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Issuer
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LiveOne, Inc.
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Common stock offered by us
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Shares having an aggregate offering price of up to $45 million.
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Common Stock to be outstanding after this Offering
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Up to 126,908,983, assuming sales at a price of $1.00 per share, which
was the closing price on the Nasdaq Capital Market on February 1, 2022. Actual number of shares issued will vary depending on the sales
price under this offering.
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Plan of Distribution
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“At the market offering” that may be made from time to
time through Needham & Company, as agent or principal. See “Plan of Distribution” on page P-11.
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Use of proceeds
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We retain broad discretion over the use of the net proceeds from the
sale of shares of common stock offered hereby. We intend to use the net proceeds from the sale of shares of our common
stock for working capital and other general corporate purposes, which may include future acquisitions of businesses and content.
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Market for Common Stock:
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Our common stock is listed on The Nasdaq Capital Market under the symbol
“LVO.”
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Risk factors
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Investing in our securities involves a high degree of risk. Please
read the information contained in and incorporated by reference under the heading “Risk Factors” beginning on page P-5, the
section captioned “Item 1A—Risk Factors” in our most recently filed Annual Report on Form 10-K and our Quarterly Report
on Form 10-Q, which are incorporated by reference into this prospectus, and under similar headings in the other documents that are filed
after the date hereof and incorporated by reference into this prospectus.
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(1)
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The number of shares of common stock outstanding after this offering
is based on 81,908,983 shares of our common stock issued and outstanding as of February 2, 2022, and excludes:
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17,600,000 shares of our common stock pursuant
to our 2016 Equity Incentive Plan (as amended, the “2016 Plan”), that are reserved for future issuance to our employees,
directors and consultants, of which 7,400,000 shares of our common stock are underlying outstanding awards under the 2016 Plan as
of February 2, 2022.
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Approximately 5,806,321 shares of common stock
issuable pursuant to outstanding convertible notes payable as of February 2, 2022.
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Unless otherwise indicated, all information in this prospectus assumes
no exercise of any outstanding options or warrants to purchase our common stock and no vesting of restricted stock units.
RISK FACTORS
Before you make a decision
to invest in our securities, you should consider carefully the risks described below, together with other information in this prospectus
and the information incorporated by reference herein, including any risk factors contained in our Annual Report on Form 10-K,
filed with the SEC on July 14, 2021, our Quarterly Report on Form 10-Q, filed with the SEC on August 16, 2021, our Quarterly Report on
Form 10-Q, filed with the SEC on October 29, 2021, and in our other reports filed with the SEC and in future reports that we will file
periodically. If any of the following events actually occur, our business, operating results, prospects or financial condition could
be materially and adversely affected. This could cause the trading price of our common stock to decline and you may lose part or all
of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to us or that
we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.
Risks Related to This Offering
Management will have broad discretion as
to the use of the proceeds from this offering and may not use the proceeds effectively.
Because we have not designated
the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to
the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the
offering. Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.
The failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect
on our business, cause the price of our common stock to decline and delay the implementation of our corporate strategy. Pending their
use to fund our operations, we may invest our cash, cash equivalents and short-term investments, including the net proceeds from this
offering, in a manner that does not produce income or that loses value.
You will experience immediate and substantial
dilution as a result of this offering and may experience dilution as a result of future equity offerings.
The offering price per share
in this offering may exceed the net tangible book value per share of our common stock outstanding prior to this offering. Assuming that
an aggregate of 45.0 million shares of our common stock are sold during the term of the Sales Agreement at a price of $1.00 per share,
the last reported sale price of our common stock on the Nasdaq Capital Market on February 1, 2022, for aggregate gross proceeds of $45.0
million, after deducting commissions and estimated aggregate offering expenses payable by us, you would experience immediate dilution
of $0.97 per share, representing the difference between our as-adjusted net tangible book value per share as of September 30, 2021, after
giving effect to this offering and the assumed offering price. The exercise of outstanding stock options and warrants may result in further
dilution of your investment. Additionally, because the sales of shares of our common stock offered hereby will be made directly into the
market, the prices at which we sell such securities will vary and these variations may be significant. As a result, you may suffer dilution
if you purchase shares in this offering at a higher price than other shares offered hereby are sold. See the section entitled “Dilution”
on page S-7 below for a more detailed illustration of the dilution you would incur if you participate in this offering.
We expect that significant
additional capital will be needed in the future to continue our planned operations. To the extent we raise additional capital by issuing
equity and/or convertible securities, our stockholders may experience substantial dilution. We may sell or otherwise issue our common
stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time
to time. If we sell or issue our common stock, convertible securities or other equity securities in more than one transaction, investors
may be materially diluted by subsequent issuances. These issuances may also result in material dilution to our existing stockholders,
and new investors could gain rights superior to our existing stockholders. We may pay for future acquisitions with additional issuances
of shares of our common stock as well, which would result in further dilution for existing stockholders.
Pursuant to the 2016 Plan,
there are 17,600,000 shares of our common stock reserved for issuance to our employees, directors and consultants, of which 7,400,000
shares of our common stock are underlying outstanding awards under the 2016 Plan as of February 2, 2022. If our board of directors elects
to issue stock, stock options and/or other equity-based awards under the 2016 Plan, our stockholders may experience additional dilution,
which could cause our stock price to fall.
Market price of our common stock may be
highly volatile, you may not be able to resell your shares at or above the public offering price and you could lose all or part of your
investment.
The trading price of our
common stock may be volatile. As an investor, you might never recoup all, or even part of, your investment and you may never realize
any return on your investment. You must be prepared to lose all your investment. Our stock price could be subject to wide fluctuations
in response to a variety of factors, including the following:
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actual or anticipated fluctuations in our revenue and other operating
results;
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actions of securities analysts who initiate or maintain coverage of
us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the
expectations of investors;
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issuance of our equity or debt securities, or disclosure or announcements
relating thereto;
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the lack of a meaningful, consistent and liquid trading market for
our common stock;
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additional shares of our common stock being sold into the market by
us or our stockholders or the anticipation of such sales;
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our convertible debt securities being converted into equity or the
anticipation of such conversion;
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announcements by us or our competitors of significant events or features,
technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
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changes in operating performance and stock market valuations of companies
in our industry;
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price and volume fluctuations in the overall stock market, including
as a result of trends in the economy as a whole;
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lawsuits threatened or filed against us;
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changes in regulation or tax law;
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regulatory developments in the United States and foreign countries;
and
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other events or factors, including those resulting from the impact
of COVID-19 epidemic, war or incidents of terrorism, or responses to these events.
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In addition, the stock market
in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating
performance of certain companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless
of our actual operating performance.
We do not intend to pay dividends on our
common stock so any returns will be limited to the value of our stock.
We have never declared or
paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings for the development, operation
and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Additionally,
any credit and security agreement that we may enter into in the future will likely contain covenants that will restrict our ability to
pay dividends. Any return to stockholders will therefore be limited to the appreciation of their stock.
Sales of a substantial number of shares
of our common stock in the public market by certain of our stockholders could cause our stock price to fall.
Sales of a substantial number
of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of
our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict
the effect that sales may have on the prevailing market price of our common stock.
An active trading market for our common
stock may not be maintained.
Our stock is currently traded
on The Nasdaq Capital Market, but we can provide no assurance that we will be able to maintain an active trading market on this or any
other exchange in the future. If an active market for our common stock is not maintained, it may be difficult for our stockholders to
sell or purchase shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares
and impair our ability to acquire other companies or technologies using our shares as consideration.
USE OF PROCEEDS
We cannot assure you that
we will receive any proceeds in connection with securities which may be offered pursuant to this prospectus. We retain broad
discretion over the use of the net proceeds from the sale of shares of common stock offered hereby. We intend to use the net proceeds
from the sale of shares of our common stock for working capital and other general corporate purposes, which may include future acquisitions
of businesses and content. However, we have no commitments or obligations relating to future acquisitions.
We have not determined the
amounts we plan to spend on any of the areas listed above or the timing of these expenditures. As a result, our management will have
broad discretion to allocate the net proceeds, if any, we receive in connection with securities offered pursuant to this prospectus
for any purpose.
DILUTION
If
you invest in our common stock in this offering, your interest will be diluted immediately to the extent of the difference between the
price per share you pay in this offering and the as adjusted net tangible book value per share of our common stock after giving effect
to this offering. Our net tangible book value as of September 30, 2021 was approximately negative $39.8 million, or negative $0.49 per
share of our common stock. Net tangible book value per share is calculated by subtracting our total liabilities from our total tangible
assets, which is total assets less intangible assets (including goodwill), and dividing this amount by the number of shares of common
stock outstanding. After giving effect to the sale by us of the full $45.0 million of common stock that may be offered in this offering
at an assumed offering price of $1.00 per share, which was the closing price of our common stock on The Nasdaq Capital Market on February
1, 2022, and after deducting estimated offering commissions and expenses payable by us, our as-adjusted net tangible book value as of
September 30, 2021 would have been approximately $3.7 million, or $0.03 per share of common stock. This represents an immediate increase
in the net tangible book value of $0.52 per share to our existing stockholders and an immediate and substantial dilution in net tangible
book value of $0.97 per share to investors in this offering. The following table illustrates this hypothetical per share dilution:
|
Assumed public offering price per share
|
|
|
|
|
|
$
|
1.00
|
|
|
Net tangible book value per share as of September 30, 2021
|
|
$
|
(0.49)
|
|
|
|
|
|
|
Increase in net tangible book value per share attributable to this offering
|
|
|
0.52
|
|
|
|
|
|
|
As adjusted net tangible book value per share as of September 30, 2021, after giving effect to this offering
|
|
|
|
|
|
|
0.03
|
|
|
Dilution per share to new investors purchasing shares in this offering
|
|
|
|
|
|
$
|
0.97
|
|
The
table above assumes for illustrative purposes that an aggregate of 45,000,000 shares of our common stock are sold at a price of $1.00
per share, the last reported sale price of our common stock on The Nasdaq Capital Market on February 1, 2022, for aggregate gross proceeds
of $45.0 million. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $0.50 per
share in the price at which the shares are sold from the assumed offering price of $1.00 per share shown in the table above, assuming
all of our common stock in the aggregate amount of $45.0 million is sold at that price, would increase our adjusted net tangible book
value per share after the offering to $0.3 per share and would increase the dilution in net tangible book value per share to new investors
in this offering to $1.47 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease
of $0.50 per share in the price at which the shares are sold from the assumed offering price of $1.00 per share shown in the table above,
assuming all of our common stock in the aggregate amount of $45.0 million is sold at that price, would increase our adjusted net tangible
book value per share after the offering to $0.02 per share and the dilution in net tangible book value per share to new investors in
this offering would decrease to $0.48 per share, after deducting commissions and estimated aggregate offering expenses payable by us.
This information is supplied for illustrative purposes only.
For purposes of calculating
net tangible book value, the above table is based on 81,908,983 shares issued and outstanding as of February 2, 2022, and assumes the
sale of up to 45,000,000 shares of our common stock by Needham & Company, as Sales Agent, pursuant to the Sales Agreement, and does
not include the following:
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|
●
|
17,600,000 shares of our common stock pursuant to our 2016 Equity Incentive Plan (as amended, the “2016 Plan”), that are reserved for future issuance to our employees, directors and consultants, of which 7,400,000 shares of our common stock under the 2016 Equity Incentive Plan, as amended, are underlying outstanding awards under the plan as of February 2, 2022.
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|
|
|
|
|
|
●
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Approximately 5,806,321 shares of common stock issuable pursuant to outstanding convertible notes payable as of September 30, 2021.
|
DESCRIPTION OF SECURITIES WE ARE OFFERING
General
The following description
of our capital stock and provisions of our Certificate of Incorporation and Bylaws are summaries and are qualified by reference to the
Certificate of Incorporation and Bylaws that are on file with the SEC.
Our Certificate of Incorporation
authorizes us to issue up to 10,000,000 shares of preferred stock, $0.001 par value per share, and 500,000,000 shares of our common stock,
$0.001 par value per share.
As of February 2, 2022, there
were 81,908,983 and 0 shares of common stock and preferred stock, respectively, issued and outstanding.
As of February 2, 20121,
we had 420 holders of record of our common stock, which excludes stockholders whose shares were held in nominee or street name by brokers.
The actual number of common stockholders is greater than the number of record holders and includes stockholders who are beneficial owners,
but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders
whose shares may be held in trust by other entities.
Common Stock
Voting
Holders of our common stock
are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election
of directors, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled
to vote in any election of directors can elect all of the directors standing for election.
Dividends
Subject to preferences that
may be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as
may be declared from time to time by our board of directors out of legally available funds.
Liquidation
In the event of our liquidation,
dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution
to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference
granted to the holders of any outstanding shares of preferred stock.
Rights and Preferences
Holders of our common stock
have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common
stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.
Fully Paid and Nonassessable
All of our outstanding shares
of common stock are, and the shares of common stock to be issued in this offering will be, fully paid and nonassessable.
Preferred Stock
Our board of directors has
the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series,
to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges
of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon and to increase or decrease
the number of shares of any such series, but not below the number of shares of such series then outstanding.
Our board of directors may
authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights
of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control
that may otherwise benefit holders of our common stock and may adversely affect the market price of the common stock and the voting and
other rights of the holders of common stock. As of December 3, 2018, there were no shares of our preferred stock outstanding, and we
have no current plans to issue any shares of our preferred stock.
Authorized and Unissued Capital Stock
Delaware law does not require
stockholder approval for any issuance of authorized shares. These additional shares may be used for a variety of corporate purposes,
including future public offerings, to raise additional capital or to facilitate acquisitions.
One of the effects of the
existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons
friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company
by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive
the stockholders of opportunities to sell their shares at prices higher than prevailing market prices.
Warrants
As of February 2, 2022, there were
no warrants outstanding.
2016 Plan Awards
As of February 2, 2022, we
have granted options, restricted stock units, and restricted share awards, to purchase in aggregate of approximately 7,400,000 shares
of our common stock under the 2016 Equity Incentive Plan, as amended, with a weighted average exercise price of approximately $3.92 per
share.
Delaware Anti-Takeover Law and Certain Charter
and Bylaw Provisions
Delaware Anti-Takeover
Statute
We are subject to the provisions
of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period
of three years following the date the person became an interested stockholder unless:
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●
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prior to the date of the transaction, our board of directors approved
either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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●
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upon completion of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding
at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding
voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares
owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer; or
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●
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at or subsequent to the date of the transaction, the business combination
is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent,
by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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Generally, a business combination
includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested
stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision
to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that
Section 203 may discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
The provisions of Delaware
law and the provisions of our Certificate of Incorporation and Bylaws could have the effect of discouraging others from attempting hostile
takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result
from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management.
It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem
to be in their best interests.
Bylaws
Provisions of our Bylaws
may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions
in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to
be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our
Bylaws:
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●
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permit our board of directors to issue up to 10,000,000 shares of preferred
stock, with any rights, preferences and privileges as they may designate (including the right to approve an acquisition or other
change in our control);
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●
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provide that the authorized number of directors may be changed only
by resolution of the board of directors;
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●
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provide that all vacancies, including newly created directorships,
may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less
than a quorum; and
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|
|
●
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do not provide for cumulative voting rights (therefore allowing the
holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing
for election, if they should so choose).
|
The amendment of any of these
provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights,
preferences and privileges thereto, would require approval by the holders of a majority of our then outstanding common stock.
Listing
Our common stock is listed for quotation
on The Nasdaq Capital Market under the symbol “LVO.”
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is VStock Transfer, LLC. The transfer agent and registrar’s address is 18 Lafayette Place, Woodmere, NY 11598.
PLAN
OF DISTRIBUTION
We have entered into a Sales
Agreement, dated August 23, 2021, with Needham & Company, LLC (the “Sales Agent”). The Sales Agreement relates to the
sale of shares of our common stock offered by this prospectus. In accordance with the terms of the Sales Agreement, we may sell shares
of our common stock for an aggregate offering price of up to $45,000,000 from time to time through or to the Sales Agent, acting as sales
agent or principal, subject to certain limitations, including the number or dollar amount of shares registered under the registration
statement to which the offering relates. The form of the Sales Agreement is filed as an exhibit to our Current Report on Form 8-K and
is incorporated by reference in this prospectus. The sales, if any, of shares made under the sales agreement will be made by any method
that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. We may instruct the
Sales Agent not to sell common stock if the sales cannot be effected at or above the price designated by us from time to time. We or the
Sales Agent may suspend the offering of common stock upon notice and subject to other conditions.
Each time we wish to issue
and sell common stock under the sales agreement, we will notify the Sales Agent of the number or dollar value of shares to be issued,
the dates on which such sales are anticipated to be made, any minimum price below which sales may not be made and other sales parameters
as we deem appropriate. Once we have so instructed such designated Sales Agent, unless such Sales Agent declines to accept the terms
of the notice, such Sales Agent has agreed to use its commercially reasonable efforts consistent with such agent’s normal trading
and sales practices to sell such shares up to the amount specified on such terms. The obligations of the Sales Agent under the sales
agreement to sell our common stock is subject to a number of conditions that we must meet.
We will pay the Sales Agent
commission for its services in acting as agent in the sale of common stock. The Sales Agent will be entitled to a commission equal to
3.0% of the gross proceeds from the sale of common stock offered hereby. In addition, we have agreed to reimburse certain expenses of
the Sales Agent in an amount not to exceed $50,000 in connection with the preparation of the Sales Agreement and/or establishment of
the “at the market offering,” and $5,000 for each periodic update of the “at the market offering”. In accordance
with Financial Industry Regulatory Authority, Inc. Rule 5110, these fees and reimbursed expenses are deemed sales compensation in connection
with this offering. We estimate that the total expenses for the offering, excluding compensation payable to the Sales Agent under the
terms of the sales agreement, will be approximately $120,000.
Settlement for sales of common
stock will generally occur on the second business day following the date on which any sales are made, or on some other date that is agreed
upon by us and the Sales Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is
no arrangement for funds to be received in an escrow, trust or similar arrangement.
In connection with the sale
of the common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities
Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification
and contribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act. We have also agreed
to reimburse the sales agent for certain other specified expenses.
The offering of our common
stock pursuant to this prospectus will terminate upon the earlier of (i) the sale of all of our common stock provided for in this prospectus
or (ii) termination of the Sales Agreement as provided therein.
The Sales Agent and its respective
affiliates may in the future provide various investment banking and other financial services for us and our affiliates, for which services
they may in the future receive customary fees. To the extent required by Regulation M, the Sales Agent will not engage in any market making
activities involving our common stock while the offering is ongoing under this prospectus.
LEGAL MATTERS
Certain legal matters relating
to the validity of the securities offered by this prospectus will be passed upon for us by Foley Shechter Ablovatskiy LLP (“FSA”),
New York, New York. As of the date of this prospectus, FSA and certain principals of the firm own securities of our Company representing
in the aggregate less than one percent of the shares of our common stock outstanding immediately prior to the filing of this prospectus.
FSA may receive shares of our common stock in connection with the satisfaction of outstanding legal fees payable to FSA. Although FSA
is not under any obligation to accept shares of our common stock in payment for services, it may do so in the future. The sales agent
is being represented in connection with this offering by Covington & Burling LLP, New York, New York.
EXPERTS
The consolidated financial statements as of March 31, 2021 and 2020
and for the years then ended incorporated by reference in this prospectus and in the Registration Statement have been so incorporated
in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on
the authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements contains an explanatory
paragraph regarding the Company’s ability to continue as a going concern.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting
requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC.
You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC
filings are also available at the SEC’s web site at www.sec.gov.
This prospectus is only part
of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and therefore omits certain information
contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from
this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any
contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge,
at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.
We also maintain a website
at www.livexlive.com, through which you can access our SEC filings. The website addresses referenced herein are not intended
to function as hyperlinks, and the information contained in our website, the SEC’s website or any other website referenced herein
is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you
by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information. This prospectus omits certain information contained
in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further
information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the provisions
of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement
is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated
by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where
You Can Find More Information.” The documents we are incorporating by reference are:
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●
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our Annual Report on Form
10-K for the fiscal year ended March 31, 2021, filed with the SEC on July 14, 2021;
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●
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our Quarterly Report on Form
10-Q for the quarter ended June 30, 2021, filed with the SEC on August 16, 2021;
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●
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our Quarterly Report on Form
10-Q for the quarter ended September 30, 2021, filed with the SEC on October 29, 2021;
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●
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our Current Report on Form
8-K filed with the SEC on November 1, 2021;
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●
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our Current Report on Form
8-K, filed with the SEC on November 30, 2021;
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●
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our Current Report on Form
8-K filed with the SEC on December 15, 2021;
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●
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our Current Report on Form
8-K filed with the SEC on January 4, 2022;
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●
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our Current Report on Form
8-K filed with the SEC on January 13, 2022;
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●
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the information specifically incorporated
by reference into our Annual Report on Form 10-K for the fiscal year ended March 31, 2021
from our definitive Proxy Statement on Schedule
14A, filed with the SEC on July 29, 2021;
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●
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the description of our common stock contained in our Registration Statement on Form 8-A, filed on October 19, 2017 and as amended on February 20, 2018, pursuant to Section 12(b) of the Exchange Act, which incorporates by reference the description of the shares of our common stock contained in our Registration Statement on Form S-1 (Registration No. 333-217893) initially filed with the SEC on May 11, 2017, as amended, and declared effective by the SEC on December 21, 2017, and any amendment or report filed with the SEC for purposes of updating such description; and
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all reports and other documents filed after the date of this prospectus and prior to the termination of the offering hereunder pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
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Notwithstanding the foregoing,
we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed in accordance with
SEC rules.
Information in this prospectus
supersedes related information in the documents listed above, and information in subsequently filed documents supersedes related information
in each of this prospectus and the incorporated documents.
We will promptly provide,
without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus
or the accompanying base prospectus, other than exhibits to those documents, unless the exhibits are specifically incorporated by reference
in those documents. Requests should be directed to:
Corporate Secretary
LiveOne, Inc.
269 South Beverly Drive, Suite 1450
Beverly Hills, CA 90212
You can also find these filings
on our website at www.livexlive.com. We are not incorporating the information on our website other than these filings into
this prospectus or the base prospectus.
LIVEONE, INC.
Up to $45,000,000
Common Stock
Needham & Company
The date of this prospectus supplement is , 2022.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets
forth an itemization of the various expenses, all of which we will pay, in connection with the issuance and distribution of the securities
being registered. All of the amounts shown are estimated except the SEC Registration Fee.
|
SEC Registration Fee
|
|
$
|
15,188
|
|
|
Legal Fees and Expenses
|
|
|
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*
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Accounting Fees and Expenses
|
|
|
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*
|
|
Miscellaneous
|
|
|
|
*
|
|
Total
|
|
$
|
|
*
|
|
|
*
|
Fees depend on number of
issuances and amount of securities sold and accordingly cannot be estimated at this time.
The foregoing sets forth the general categories of expenses that we anticipate we will incur
in connection with the offering of securities under this registration statement. An estimate
of the aggregate expenses in connection with the issuance and distribution of the securities
being offered will be included in the applicable prospectus supplement, information incorporated
by reference or related free writing prospectus.
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Item 15. Indemnification of Directors and Officers
Section 102 of the Delaware
General Corporation Law permits a corporation to eliminate the personal liability of its directors or its stockholders for monetary damages
for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in
violation of Delaware corporate law or obtained an improper personal benefit. Our Certificate of Incorporation contains provisions that
limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors
will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except
liability for:
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any breach of the director’s
duty of loyalty to us or our stockholders;
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any act or omission not in good faith
or that involves intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law; or
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any transaction from which the director
derived an improper personal benefit.
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Section 145 of the Delaware
General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation
and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action,
suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating
court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Our Certificate of Incorporation,
as amended, and Bylaws, as amended, provide that we are required to indemnify our directors and officers, in each case to the fullest
extent permitted by Delaware law. Our Bylaws also provide that we are obligated to advance expenses incurred by a director or officer
in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise
be permitted to indemnify him or her under the provisions of Delaware law.
The limitation of liability
and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against
our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our
directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s
investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers
as required by these indemnification provisions
In addition, in the future,
we may enter into indemnification agreements with our directors and officers and some of our executives may have certain indemnification
rights arising under their employment agreements with us. These indemnification agreements may require us, among other things, to indemnify
our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a
director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our
subsidiaries or any other company or enterprise to which the person provides services at our request.
These indemnification provisions
and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities,
including reimbursement of expenses incurred, arising under the Securities Act. We have been advised that, in the opinion of the SEC,
indemnification of directors or officers for liabilities arising under the Securities Act is against public policy and, therefore, such
indemnification provisions may be unenforceable.
We maintain directors and
officers liability policy designed to insure our officers and directors and those of our subsidiaries against certain liabilities incurred
by them in the performance of their duties, and also providing for reimbursement in certain cases to our Company and our subsidiaries
for sums paid to our directors and officers as indemnification for similar liability. We also maintain a general liability insurance
policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions
in their capacities as directors or officers.
Item 16. Exhibits
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Exhibit
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Number
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Description
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1.1*
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Form of Underwriting Agreement.
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|
1.2
|
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Sales
Agreement, dated as of August 23, 2021, between the Company and Needham & Company, LLC (Incorporated by reference to Exhibit
1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 24, 2021).
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4.1*
|
|
Specimen Preferred Stock
Certificate and Form of Certificate of Designation of Preferred Stock
|
|
4.2*
|
|
Form of Senior Debt
Security.
|
|
4.3*
|
|
Form of Subordinated
Debt Security.
|
|
4.4#
|
|
Form of
Senior Indenture.
|
|
4.5#
|
|
Form of
Subordinated Indenture.
|
|
4.6*
|
|
Form of Warrant Agreement and Warrant Certificate.
|
|
4.7*
|
|
Form of Rights Agreement and Right Certificate.
|
|
4.8*
|
|
Form of Unit Agreement and Unit.
|
|
4.9
|
|
Convertible
Promissory Note, dated as of February 5, 2020, between React Presents, LLC and LiveStyle NA Live Holdings, Inc. (Incorporated by
reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K, filed with the SEC on June 26, 2020).
|
|
4.10
|
|
Promissory
Note, dated as of April 13, 2020, between the Company and MidFirst Bank (Incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K, filed with the SEC on April 17, 2020).
|
|
4.11
|
|
8.5%
Senior Secured Convertible Note, dated as of September 15, 2020, issued by the Company to Harvest Small Cap Partners, L.P. (Incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21, 2020).
|
|
4.12
|
|
8.5%
Senior Secured Convertible Note, dated as of September 15, 2020, issued by the Company to Harvest Small Cap Partners Master, Ltd.
(Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 21,
2020).
|
|
4.13
|
|
Promissory
Note, dated as of June 2, 2021, issued by the Company to East West Bank (Incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K, filed with the SEC on June 11, 2021).
|
|
4.14
|
|
Description of Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference
to Exhibit 4.6 of the Company’s Annual Report on Form 10-K, filed with the SEC on July 14, 2021)
|
|
5.1#
|
|
Opinion
of Foley Shechter Ablovatskiy LLP relating to base prospectus.
|
|
5.2#
|
|
Opinion of Foley Shechter Ablovatskiy LLP relating to at the market offering prospectus.
|
|
23.1#
|
|
Consent
of BDO USA LLP, independent registered public accounting firm.
|
|
23.2#
|
|
Consent
of Foley Shechter Ablovatskiy LLP (included in the opinion filed as Exhibit 5.1).
|
|
23.3#
|
|
Consent of Foley Shechter Ablovatskiy LLP (included in the opinion filed as Exhibit 5.2).
|
|
24.1#
|
|
Power
of Attorney (included on the signature page of this registration statement).
|
|
25.1**
|
|
The Statement of Eligibility
on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture will be incorporated
herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
|
|
25.2**
|
|
The Statement of Eligibility
on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture will be incorporated
herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
|
|
107#
|
|
Filing
Fee Table.
|
|
*
|
To be filed by amendment
or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act.
|
|
**
|
To be filed, if necessary,
separately under electronic form type “305B2” in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939,
as amended.
|
|
#
|
Filed herewith.
|
Item 17. Undertakings
(a) The undersigned
registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any
other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned
registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned
registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed
by the Commission under section 305(b)(2) of the Act.
The undersigned registrant
hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription
offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by
the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms
differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of
such offering.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beverly Hills, State of California, on February 4, 2022.
|
|
LIVEONE, INC.
|
|
|
|
|
|
By:
|
/s/
Robert S. Ellin
|
|
|
|
Name:
|
Robert S. Ellin
|
|
|
|
Title:
|
Chief Executive Officer and Chairman
|
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers
and directors of LiveOne, Inc., hereby severally constitute and appoint each of Robert S. Ellin and Aaron Sullivan as our true and
lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, and
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any
other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, as amended), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities
and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
Robert S. Ellin
|
|
Chief Executive Officer
and Chairman
|
|
February
4, 2022
|
|
Robert S. Ellin
|
|
(Principal Executive
Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Aaron Sullivan
|
|
Interim Chief Financial
Officer,
|
|
February
4, 2022
|
|
Aaron Sullivan
|
|
Controller, VP and Interim
Secretary
|
|
|
|
|
|
(Interim Principal Accounting
Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Jay Krigsman
|
|
Director
|
|
February
4, 2022
|
|
Jay Krigsman
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Craig Foster
|
|
Director
|
|
February
4, 2022
|
|
Craig Foster
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Ramin Arani
|
|
Director
|
|
February
4, 2022
|
|
Ramin Arani
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Patrick Wachsberger
|
|
Director
|
|
February
4, 2022
|
|
Patrick Wachsberger
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Kenneth Solomon
|
|
Director
|
|
February
4, 2022
|
|
Kenneth Solomon
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Bridget Baker
|
|
Director
|
|
February
4, 2022
|
|
Bridget Baker
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Maria Garrido
|
|
Director
|
|
February
4, 2022
|
|
Maria Garrido
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Kristopher Wright
|
|
Director
|
|
February
4, 2022
|
|
Kristopher Wright
|
|
|
|
|
II-5
Grafico Azioni LiveXLive Media (NASDAQ:LIVX)
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Da Apr 2024 a Mag 2024
Grafico Azioni LiveXLive Media (NASDAQ:LIVX)
Storico
Da Mag 2023 a Mag 2024
