UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (ZIP Code)
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(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:
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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 9, 2022, Live Current Media Inc. (the "Company") issued 1,006,036 shares of its common stock (the "Company Shares") having an agreed upon value of $250,000 to PowerSpike, Inc. ("PowerSpike") for the acquisition of assets of PowerSpike, including all code to PowerSpike's influencer management software and all social media sites supporting the product (the "PowerSpike Assets").
The Company Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) of the Securities Act. The offer and sale of the Company Shares has not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act, and in each case in compliance with applicable state securities laws.
ITEM 7.01 REGULATION FD DISCLOSURE
On November 10, 2022, the Company issued a press release announcing the purchase of the PowerSpike Assets.
A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed "filed" 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, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are provided with this Current Report:
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Exhibit |
Description of Exhibit |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 17, 2022 | ||
| By: | /s/ Steve Smith | |
| Steve Smith | ||
| Chief Financial Officer | ||
Live Current Media Inc. Completes Acquisition of Assets of PowerSpike Inc.
Bringing a scalable solution to build engaged audiences to creators' livestreams.
San Diego, CA, November 10, 2022, Live Current Media, Inc. ("Live Current" or the "Company" - OTCQB:LIVC) announces that it has completed the acquisition of the assets of PowerSpike, Inc. ("PowerSpike"), including all code to PowerSpike's powerful influencer management software and all social media sites supporting the product. The all-stock transaction was concluded on November 9th, 2022.
"This is a game changer for the industry. Though we announced the LOI two months ago, we have now had the chance to learn far more about the powerful properties that PowerSpike can offer us in terms of providing added value to creators, influencers and advertisers on our Kast watch party platform," said Live Current CEO Mark Ollila. "The team is very excited to integrate and to leverage the PowerSpike software within Kast, giving our most loyal creators and moderators access to this extremely powerful toolset."
The PowerSpike product is a comprehensive and extendable influencer management software platform that includes scalable data tracking and analysis tools, client facing reporting and monitoring applications with real-time chat processing and inference tools. More significantly, the tech stack has the ability to screen and source millions of social media handles, filtering for subject matters, number of followers, and other key characteristics. More than seventy thousand creators have already signed up to use PowerStrike and the assets include a list of another ten million influencers in numerous niches.
Capitalizing on a growing demand for acquiring and analyzing data, the Company plans to expand and to monetize the new platform features by integrating and rolling out this unique platform across all other products within the Company's product portfolio and ecosystem.
"This acquisition is an example of the inorganic growth strategy that we have at Live Current Media. We look for companies that have great technology and communities and share our vision of growth. That leads to tremendous opportunities for our partners and our community members. We will continue this strategy in combination with our organic growth activities", concluded Live Current CEO Mark Ollila.
About Live Current Media Inc.
Live Current Media Inc. is a media technology company operating the Kast watch party platform. Kast is a virtual living room where friends gather to watch movies, play games and be together. Kast is at the intersection of the fast-growing markets of Live Events, Social Media, Video Streaming and gaming with its multi-channel watch party solution. The platform is available on the web, iOS and Android and offers a limited free subscription service and an enhanced premium subscription with higher bandwidth and greater functionality.
On behalf of the board of directors of Live Current Media Inc.
Mark Ollila, CEO & Director
For more information please contact:
David Jeffs
david@livecurrent.com
www.livecurrent.com
http://www.kastapp.co/
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.
Document and Entity Information Document |
Nov. 09, 2022 |
|---|---|
| Document Information [Line Items] | |
| Document Type | 8-K |
| Document Creation Date | Nov. 09, 2022 |
| Document Period End Date | Nov. 09, 2022 |
| Amendment Flag | false |
| Entity Registrant Name | Live Current Media Inc. |
| Entity Address, Address Line One | 200 - 10801 Thornmint Rd. |
| Entity Address, City or Town | San Diego |
| Entity Address, State or Province | CA |
| Entity Address, Country | US |
| Entity Address, Postal Zip Code | 92127 |
| Entity Incorporation, State Country Name | NV |
| City Area Code | 604 |
| Local Phone Number | 648-0500 |
| Entity File Number | 000-29929 |
| Entity Central Index Key | 0001108630 |
| 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 |