LiveOne, Inc. Files 8-K for Asset Acquisition and Equity Sales
Ticker: LVO · Form: 8-K · Filed: Apr 5, 2024 · CIK: 1491419
Sentiment: neutral
Topics: acquisition, equity-sale, material-agreement
TL;DR
LiveOne snagged assets from 07 Trade & Services, plus sold some stock. Big moves ahead?
AI Summary
On April 1, 2024, LiveOne, Inc. entered into a material definitive agreement related to the acquisition of assets from 07 Trade & Services. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits.
Why It Matters
This filing indicates LiveOne, Inc. is actively pursuing growth through asset acquisition and potentially raising capital through equity sales, which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks related to deal completion and dilution.
Key Players & Entities
- LiveOne, Inc. (company) — Registrant
- 07 Trade & Services (company) — Seller of acquired assets
- April 1, 2024 (date) — Date of earliest event reported
FAQ
What specific assets are being acquired from 07 Trade & Services?
The filing does not specify the exact assets being acquired from 07 Trade & Services, only that a material definitive agreement has been entered into.
What was the nature of the unregistered sales of equity securities?
The filing mentions unregistered sales of equity securities but does not provide details on the number of shares, price, or recipients.
Are there any financial implications or dollar amounts associated with the asset acquisition?
The filing does not disclose any specific dollar amounts or financial terms related to the material definitive agreement for asset acquisition.
What are the 'Other Events' reported in this 8-K filing?
The filing lists 'Other Events' as an item information category but does not elaborate on specific events within this section.
When was LiveOne, Inc. incorporated and in which state?
LiveOne, Inc. was incorporated in Delaware, as stated in the filing.
Filing Stats: 1,299 words · 5 min read · ~4 pages · Grade level 9.7 · Accepted 2024-04-05 16:30:18
Key Financial Figures
- $0.001 — nge on which registered Common stock, $0.001 par value per share LVO The NASDAQ
- $1,000 — eferred Stock"), with a stated value of $1,000 per share. Pursuant to the Agreements (
- $11.4 million — (i) the Holders converted approximately $11.4 million worth of shares of Series A Preferred S
- $2.10 — e Company's common stock, at a price of $2.10 per share, as follows: HSCPM converted
- $5,000,000 — pany to purchase from the Harvest Funds $5,000,000 in aggregate of the then outstanding sh
Filing Documents
- ea0203358-8k_liveone.htm (8-K) — 35KB
- ea020335801ex4-1_live.htm (EX-4.1) — 72KB
- ea020335801ex4-2_live.htm (EX-4.2) — 90KB
- ea020335801ex4-3_live.htm (EX-4.3) — 75KB
- ea020335801ex10-1_live.htm (EX-10.1) — 31KB
- ea020335801ex10-2_live.htm (EX-10.2) — 30KB
- ea020335801ex10-3_live.htm (EX-10.3) — 31KB
- ea020335801ex99-1_live.htm (EX-99.1) — 9KB
- 0001213900-24-030849.txt ( ) — 632KB
- lvo-20240401.xsd (EX-101.SCH) — 3KB
- lvo-20240401_lab.xml (EX-101.LAB) — 33KB
- lvo-20240401_pre.xml (EX-101.PRE) — 22KB
- ea0203358-8k_liveone_htm.xml (XML) — 4KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. On April 1, 2024 (the "Effective Date"), LiveOne, Inc. (the "Company") entered into Letter Agreements (collectively, the "Agreements") with (i) Harvest Small Cap Partners Master, Ltd. ("HSCPM"), (ii) Harvest Small Cap Partners, L.P. ("HSCP" and together with HSCPM, the "Harvest Funds"), and (iii) Trinad Capital Master Fund Ltd., a fund controlled by Mr. Ellin, the Company's Chief Executive Officer, Chairman, director and principal stockholder ("Trinad Capital" and collectively with the Harvest Funds, the "Holders"), the holders of the Company's Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), with a stated value of $1,000 per share. Pursuant to the Agreements (i) the Holders converted approximately $11.4 million worth of shares of Series A Preferred Stock into shares of the Company's common stock, at a price of $2.10 per share, as follows: HSCPM converted 5,602.09 shares of Series A Preferred Stock into 2,667,664 shares of the Company's common stock, HSCP converted 2,397.91 shares of Series A Preferred Stock into 1,141,860 shares of the Company's common stock, and Trinad Capital converted 3,395.09 shares of Series A Preferred Stock into 1,616,709 shares of the Company's common stock (collectively, the "Shares"), and (ii) HSCPM, HSCP and Trinad Capital received 910,340, 389,660 and 535,399 three-year warrants to purchase the Company's common stock exercisable at a price of $2.10 per share (collectively, the "Warrants"). In addition, pursuant to the Agreements, the Harvest Funds agreed (x) that any future dividends payable on the Series A Preferred Stock shall be paid in-kind or in cash at the option of the Company; provided, that as long as any Series A Preferred Stock is held by the Harvest Funds, Trinad Capital shall receive the dividend solely in kind, (y) to delete the requirement for the Company to purchase from the Harvest Funds $5,000,000 in agg
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information described under Item 1.01 above is incorporated by reference in this Item 3.02.
01 Other Information
Item 8.01 Other Information. On April 3, 2024, the Company issued a press release announcing the execution of the Agreements. A copy of the Company's press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report"). The information in this Item 8.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 8.01 and shall not be deemed "filed" for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 8.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise. 1
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1* Warrant to Purchase Common Stock, dated as of April 1, 2024, issued by the Company to Harvest Small Cap Partners, L.P. 4.2* Warrant to Purchase Common Stock, dated as of April 1, 2024, issued by the Company to Harvest Small Cap Partners, Ltd. 4.3* Warrant to Purchase Common Stock, dated as of April 1, 2024, issued by the Company to Trinad Capital Master Fund Ltd. 10.1* Letter Agreement, dated as of April 1, 2024, between the Company and Harvest Small Cap Partners, L.P. 10.2* Letter Agreement, dated as of April 1, 2024, between the Company and Harvest Small Cap Partners, Ltd. 10.3* Letter Agreement, dated as of April 1, 2024, between the Company and Trinad Capital Master Fund Ltd. 99.1** Press release, dated April 3, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. 2
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIVEONE, INC. Dated: April 5, 2024 By: /s/ Aaron Sullivan Name: Aaron Sullivan Title: Chief Financial Officer 3