8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2021

LIVE CURRENT MEDIA INC.
(Exact name of registrant as specified in its charter)

Nevada	000-29929	88-0346310
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1130 West Pender Street, Suite 820
Vancouver, British Columbia, Canada V6E 4A4
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (604) 999-5848

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01 OTHER EVENTS.

Extension of Non-Binding Letter of Intent with Evasyst Inc.

Effective December 14, 2021, Live Current Media Inc. (the "Company") and Evayst Inc. ("KAST") agreed to amend the terms of their non-binding letter of intent dated September 14, 2021 (the "LOI") to extend the term of the LOI, and the binding standstill and exclusivity arrangements set out in the LOI, to January 14, 2022.

The above description does not purport to be complete, and is qualified in its entirety by reference to the full text of the LOI and the December 14, 2021 amendment, attached as exhibits to this Current Report on Form 8-K and is incorporated by reference herein.  A copy of the Company's news release regarding the extension of the LOI with KAST is attached as an exhibit to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The following exhibits are provided with this Current Report:

Exhibit Number	Description of Exhibit
10.1	Letter of Intent between Live Current Media, Inc. and Evasyst Inc. dated September 14, 2021.(1)
10.2	Amendment to Letter of Intent between Live Current Media Inc. and Evasyst Inc. dated December 14, 2021.
99.1	News Release dated December 14, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1) Filed as an exhibit to the Company's Current Report on Form 8-K, filed with the SEC on September 23, 2021.

SIGNATURE

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.

	LIVE CURRENT MEDIA INC.
Date: December 17, 2021
	By:	/s/ David M. Jeffs
		David M. Jeffs
		Chief Executive Officer

EX-10.2

LIVE CURRENT MEDIA INC.

820 - 1130 West Pender Street

Vancouver, BC V6E 4A4

Canada

December 14, 2021

Evasyst Inc.

PO BOX 28729

San Diego, CA 92198

Dear Sirs and Mesdames:

RE:Proposed acquisition of Evasyst Inc. by Live Current Media Inc. - Extension of LOI Term

Reference is made to that Letter of Intent between Live Current Media Inc. ("LIVC") and Evasyst Inc. ("KAST") dated September 14, 2021 (the "LOI") relating to the proposed acquisition of 100% of the outstanding equity securities of KAST by LIVC.

Under its provisions, the LOI is to automatically terminate by 5:00PM Pacific Time on December 14, 2021 unless a Definitive Agreement with respect to the Proposed Transaction has been executed by LIVC and KAST or LIVC and KAST mutually agree otherwise.  LIVC and KAST wish to extend the term of the LOI by amending the provisions of the LOI as set forth below.

Capitalized terms not otherwise defined herein have the meaning set forth in the LOI.

1.Extend Term of LOI

LIVC and KAST agree to amend the LOI by deleting Section 8 of the LOI in its entirety and replacing it with the following:

"8.Term and Termination

The provisions of this LOI will automatically terminate and be of no further force and effect upon the earlier of:

(a)The execution of a Definitive Agreement by LIVC and KAST;

(b)By mutual agreement of KAST and LIVC; and

(c)5:00PM Pacific Time on January 14, 2022 or such later date as may be mutually agreed to by KAST and LIVC.

Notwithstanding any other provision in this LOI, the provisions of Sections 11 (Choice of Law), 9 (Confidentiality), and 10 (Costs and Expenses) will survive the termination of this LOI and the termination of this LOI will not affect the rights of any Party with respect to any breach of the provisions of this LOI that occur prior to such termination."

2.Confirmation of Other Terms

Except as modified above, the LOI remains in full force and effect in accordance with its terms, and are hereby ratified and confirmed in all respect by LIVC and KAST. 

-- THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK --

3.Execution in Counterpart

The Parties may execute this Letter in two or more counterparts, and may deliver such execution by email or other electronic means, each of which is deemed to be an original and all of which will constitute one agreement, effective as of the date given above.

If you agree with the terms, and wish to amend the provisions of the LOI, each as set forth above, please sign in the space provided below, and deliver the same, to LIVC.

Respectfully,

LIVE CURRENT MEDIA INC.
Per:	/s/ David Jeffs
	David Jeffs
	Chief Executive Officer
		AGREED AND ACCEPTED
		EVASYST Inc.
		Per:	/s/ Mark Ollila
			Name: Mark Ollila
			Title: CEO

EX-99.1

Live Current Extends LOI to Acquire San Diego Based Media Technology Company Evasyst

Vancouver, British Columbia, Canada, December 14, 2021, Live Current Media, Inc. ("Live Current") (OTCQB: LIVC) announces that it has extended its non-binding letter of intent ("LOI") to acquire Evasyst Inc. (dba Kast), ("Kast") of San Diego in an all-stock reverse takeover.

The LOI, dated September 14, 2021, lays out the terms of the proposed acquisition of Kast by Live Current and is set to expire on December 14, 2021.  In light of the positive progress made towards closing the LOI, the parties have mutually agreed to extend the term to close the agreement by one month to January 14, 2022.  All other terms of the LOI remain unchanged.

About Kast

Kast is an online watch party platform for friends to watch videos, play games, and be together. The platform empowers individuals to live-share synchronized video, engage within the community, and build relationships with like-minded people. The Kast team consists of passionate individuals who hail from diverse backgrounds across the globe, coming from exciting and fast-paced industries such as esports, video streaming, entertainment, and video games. 

Kast CEO and Co-founder Mark Ollila has over twenty years of experience in the games and media technology industry previously with senior roles at Nokia and Microsoft, including leading Nokia First Party Games Publishing. He also served on the advisory board of the Game Developers Conference (Mobile) and, was a board member of the EMEA Chapter of the Mobile Ecosystem Forum. He was Chairman of the Board of Physics Middleware provider Meqon Research AB (acquired by Ageia and then NVIDIA) and currently is on the board of Blind Squirrel Entertainment.

"This acquisition will speed up the growth of Live Current immensely," said CEO David Jeffs.  "Mr. Ollila and his team have put together a fantastic product in a rapidly growing sector that is almost certain to increase in popularity considering the current social climate."  Kast CEO Mark Ollila stated, "The synergies of the two companies are obvious as streaming and casual gaming are multibillion dollar industries that are growing, but also converging. This opportunity will create the foundation and platform to build a global media entertainment company."

About Live Current Media Inc.

Live Current ("LIVC") is a digital technology company involved in the entertainment industry. Currently developing two projects, SPRT MTRX (App Store and Play Store:  SPRT MTRX) and Trivia Matrix (App Store and Play Store:  Trivia Matrix), LIVC is positioned to take advantage of the exciting and rapidly growing digital sports and gaming sectors.

On behalf of the board of directors of Live Current Media Inc.

David Jeffs, CEO & Director

For more information please contact:

david@livecurrent.com

604 999-5848

www.livecurrent.com

www.sprtmtrx.com

All statements in this press release that are not statements of historical fact are forward-looking statements, including any projections of growth, earnings, revenue, cash or other financial items, any statements of the plans, strategies, objectives and goals of management for future operations, any statements regarding future economic conditions or performance, statements of belief and any statements of assumptions underlying any of the foregoing. These statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic conditions particularly as they relate to demand for our products and services; competitive factors; changes in operating expenses; our ability to raise capital as and when we need it and other factors. Live Current Media, Inc. assumes no obligation to update these forward-looking statements to reflect future events or actual outcomes and does not intend to do so.

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Document and Entity Information Document	Dec. 14, 2021
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Dec. 14, 2021
Document Period End Date	Dec. 14, 2021
Amendment Flag	false
Entity Registrant Name	Live Current Media Inc.
Entity Address, Address Line One	1130 West Pender Street, Suite 820
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6E 4A4
Entity Incorporation, State Country Name	NV
City Area Code	604
Local Phone Number	999-5848
Entity File Number	000-29929
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Entity Emerging Growth Company	false
Entity Tax Identification Number	88-0346310
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false