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): October 2, 2019

LIVEXLIVE MEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38249	98-0657263
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9200 Sunset Boulevard, Suite #1201

West Hollywood, CA 90069

(Address of principal executive offices) (Zip Code)

(310) 601-2500

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	LIVX	The NASDAQ Capital Market

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

Emerging growth company     ☐

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

Item 2.02 Results of Operations and Financial Condition.

On October 2, 2019, LiveXLive Media, Inc. (the “Company”) issued a press release announcing certain preliminary financial results and metrics, including the Company’s estimated cash and cash equivalents, for its fiscal quarter ended September 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1.

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for 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 Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The Company intends, from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences the Company’s Corporate Presentation (the “Corporate Presentation”), which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of 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 reference in such a filing.

The Company cautions you that the Corporate Presentation contains “forward-looking statements.” Statements in the Corporate Presentation that are not purely historical are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. These factors include uncertainties as to identifying, acquiring, securing and developing content, ability to attract and retain users, successfully implementing the Company’s and its subsidiaries’ growth strategy, including relating to their technology platforms and applications, management’s relationships with industry stakeholders, the outcome(s) of any legal proceedings pending or that may be instituted against the Company, the Company’s ability to generate sufficient cash flow to make payments on its indebtedness, changes in economic conditions, competition, and other risks including, but not limited to, those described in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2019, Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2019, and other Company filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof and the Company disclaims any obligations to update these statements, except as may be required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1*	Press release, dated October 2, 2019.
99.2*	Corporate Presentation.

* Furnished herewith.

1

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.

	LIVEXLIVE MEDIA, INC.
Dated: October 2, 2019	By:	/s/ Robert S. Ellin
	Name:	Robert S. Ellin
	Title:	Chief Executive Officer and Chairman of the Board of Directors

2

EX-99.1

Exhibit 99.1

LiveXLive Media Reaches 775,000 Paid Subscribers

WEST HOLLYWOOD, Calif., Oct. 2, 2019 -- LiveXLive Media, Inc. (NASDAQ: LIVX) (“LiveXLive”) or LiveXLive Powered by Slacker, a global digital media company focused on live entertainment, today announced select operational metrics for the first six months of its fiscal year ending March 31, 2020.

Estimated preliminary financial results and metrics:*

● Achieved 775,000 paid subscribers as of September 30, 2019, up 95,000 YTD since April 1, 2019; with Monthly Active Users* over 1.1 million as of September 30, 2019.

● Livestreamed 19 music festivals and events during first half of fiscal 2020 versus 24 events livestreamed during the entire fiscal year ended March 31, 2019, including the most popular artists across multiple genres of music such as Taylor Swift, Ed Sheeran, Billie Eilish, The Jonas Brothers, Juice WRLD, Florence + the Machine, Armin van Buuren, Kaskade, Twenty One Pilots, Post Malone, Lil Wayne, Bon Jovi, Charlie Puth, Martin Garrix, Tiësto, The Dave Mathews Band, Madonna, deadmau5, The Lumineers, Trisha Yearwood, BTS and many more.

● YTD livestreams generated over 240 hours of programming and over 200 artists across the LiveXLive music platform across a variety of platforms, including Sinclair Broadcast Group Inc’s streaming service STIRR, as compared to 400 hours and artists during the entire fiscal year ended March 31, 2019.

● Over 49 million livestream views* during the first half of fiscal 2020 versus 51 million during the entire fiscal year ended March 31, 2019, including livestreaming iconic music festivals such as Life is Beautiful (Las Vegas, Nevada), iHeartMedia Inc’s Wango Tango (Los Angeles, CA), The Sziget Festival (Budapest, Hungary), Live Nation Entertainment Inc’s EDC Las Vegas (Las Vegas, Nevada) and Rock in Rio (Rio de Janeiro, Brazil), along with new album release parties with artists such as Madonna, The Lumineers, BTS, Tricia Yearwood, Vince Gill, Thomas Rhett and many more.

● Extended payments of approximately $8.9 million of payables owed to certain music content licensors over a weighted average period of approximately 21 months starting in October 2019; an additional $0.4 million was converted into LiveXLive shares of common stock at $4.51 per share.

● Raised $9.5 million in net cash proceeds from the sale of 5.0 million shares of common stock in July 2019; expect to close second quarter fiscal 2020 ended September 30, 2019 with cash and cash equivalents in excess of amount reported for the first quarter fiscal 2020 ended June 30, 2019.

* See the definition of Monthly Active Users and Livestream Views under “About Non-GAAP Financial Measures” within this release.

“LiveXLive is delivering strong growth across key metrics and crossed a significant milestone reaching 775,000 paid subscribers,” commented Robert Ellin, CEO and Chairman of LiveXLive. “We are building a large audience and hitting record numbers of livestreams per music festival as we give global audiences ‘the best seat in the house’ at the leading music festivals around the world and deliver high quality original content. LiveXLive has quickly established itself as the leading provider of livestreams for the top music festivals globally and as an exciting social music platform.”  

The anticipated financial results discussed in this press release are based on management’s preliminary unaudited analysis of financial results for the quarter ended September 30, 2019.  As of the date of this press release, LiveXLive has not completed its financial statement reporting process for the quarter ended September 30, 2019, and LiveXLive’s independent registered accounting firm has not reviewed the preliminary financial data discussed in this press release. During the course of LiveXLive’s quarter-end closing procedures and review process, LiveXLive may identify items that would require it to make adjustments, which may be material, to the information presented above. As a result, the estimates above constitute forward-looking information and are subject to risks and uncertainties, including possible adjustments to preliminary financial results.

About LiveXLive Media, Inc.

Headquartered in Los Angeles, California, LiveXLive Media, Inc. (NASDAQ: LIVX) (the “Company”) is a global digital media company focused on live entertainment. The Company operates LiveXLive, the first ‘live social music network’, delivering premium livestreams, digital audio and on-demand music experiences from the world’s top music festivals and concerts, including Rock in Rio, EDC Las Vegas, the Montreux Jazz Festival, and many others. LiveXLive also gives audiences access to premium original content, artist exclusives and industry interviews. For more information, visit www.livexlive.com and follow us on Facebook, Instagram and Twitter at @livexlive.

* About Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States (“GAAP”), we present Monthly Active Users, or “MAUs”, and Livestream Views, which are non-GAAP financial measures, as a measure of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.

We define subscription traffic and engagement metrics (including MAUs and Livestream Views) to include unique users who (1) access our audio music subscription platform and (2) who watch our livestream events across a variety of mobile, OTT and desktop applications and channels.

We define a MAU as a registered user of one of our platforms who has logged in and visited our music subscription platform, as a unique user, on the day of measurement. We define a Livestream View as a unique user who has viewed our livestream music event(s) across our music platform, or a third party platform, on the day of measurement. We use these user metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We present user metrics because it believes them to be an important supplemental measure of performance that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in its industry and because it believes that these metrics provide useful information to investors regarding our financial condition and results of operations. There is no directly comparable GAAP measure to MAUs provided in our financial statements and therefore no reconciliation is provided.

Forward-Looking Statements

We make forward-looking statements in this release within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Certain statements contained in this earnings release (or otherwise made by us or on our behalf from time to time in other reports, filings with the U.S. Securities and Exchange Commission (the “SEC”), news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” notwithstanding that such statements are not specifically identified. These forward-looking statements relate to our expectations or forecasts for future events, including without limitation our earnings, revenues, expenses, Adjusted Operating Losses, capital expenditures or other future financial or business performance or strategies, or the impact of legal or regulatory matters on our business, results of operations or financial condition. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are not guarantees of future performance and are based on information available to us as of the date of this release and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including: our ability to integrate our acquired businesses, the ability of the combined businesses to grow, including through acquisitions which we are able to successfully integrate, and the ability of our executive officers to manage growth profitably; 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; changes in laws or regulations that apply to us or our industry; our ability to recognize and timely implement future technologies in the music and live streaming space; our ability to capitalize on investments in developing our service offering, including LiveXLive app to deliver and develop upon current and future technologies; significant product development expenses associated with our technology initiatives; our ability to deliver end-to-end network performance sufficient to meet increasing customer demands; 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; our ability to obtain and maintain international authorizations to operate our service over the proper foreign jurisdictions our customers utilize; our ability to expand our service offerings and deliver on our service roadmap; 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; general economic and technological circumstances in the music and live streaming digital markets; our ability to obtain and maintain licenses for content used on legacy music platforms; the loss of, or failure to realize benefits from, agreements with our music labels, publishers and partners; unfavorable economic conditions in the airline industry and economy as a whole; 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; the effects of service interruptions or delays, technology failures, material defects or errors in our software, damage to our equipment or geopolitical restrictions; costs associated with defending pending or future intellectual property infringement actions and other litigation or claims; 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; fluctuation in our operating results; the demand for live and music streaming services and market acceptance for our products and services; our ability to generate sufficient cash flow to make payments on our indebtedness; our incurrence of additional indebtedness in the future; our ability to repay the convertible notes and debentures at maturity or to repurchase the convertible debentures upon a fundamental change or at specific repurchase dates; the effect of the conditional conversion feature of the convertible notes; our compliance with the covenants in our debentures; and other risks and uncertainties set forth herein, including those factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2019, filed with the SEC on June 24, 2019, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 8, 2019, and our other filings with the SEC. The forward-looking statements contained in this press release speak only as of the date the statements were made. We do not undertake any obligation to update these forward-looking statements, unless required by law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.

EX-99.2

Exhibit 99.2

INVESTOR PRESENTATION NASDAQ: LIV X SEPTEMBER 30, 2019

The information in this presentation is provided to you by LiveXLive Media, Inc . (the “Company”) solely for informational purposes and is not an offer to buy or sell, or a solicitation of an offer to buy or sell, any security or instrument of the Company, or to participate in any investment activity or trading strategy, nor may it or any part of it form the basis of or be relied on in connection with any contract or commitment in the United States or anywhere else . By viewing or participating in this presentation, you acknowledge and agree that (i) the information contained in this presentation is intended for the recipient of this information only and shall not be disclosed, reproduced or distributed in any way to anyone else, (ii) no part of this presentation or any other materials provided in connection herewith may be copied, retained, taken away, reproduced or redistributed following this presentation, and (iii) all participants must return all materials provided in connection herewith to the Company at the completion of the presentation . By viewing, accessing or participating in this presentation, you agree to be bound by the foregoing limitations . No representations, warranties or undertakings, express or implied, are made and no reliance should be placed on the accuracy, fairness or completeness of the information, sources or opinions presented or contained in this presentation, or in the case of projections contained herein, as to their attainability or the accuracy and completeness of the assumptions from which they are derived, and it is expected that each prospective investors will pursue his, her or its own independent investigation . The statistical and industry data included herein was obtained from various sources, including certain third parties, and has not been independently verified . By viewing or accessing the information contained in this presentation, the recipient hereby acknowledges and agrees that neither the Company nor any representatives of the Company accepts any responsibility for or makes any representation or warranty, express or implied, with respect to the truth, accuracy, fairness, completeness or reasonableness of the information contained in, and omissions from, these materials and that neither the Company nor any of its affiliates, employees, officers, directors, advisers, placement agents or representatives accepts any liability whatsoever for any loss howsoever arising from any information presented or contained in these materials . This presentation contains forward - looking statements, including descriptions about the intent, belief or current expectations of the Company and its management about future performance and results . Such forward - looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward - looking statements . These factors include uncertainties as to identifying, acquiring, securing and developing content, ability to attract and retain users, successfully implementing the Company’s and Slacker’s growth strategy, including relating to their technology platforms and applications, management’s relationships with industry stakeholders, changes in economic conditions, competition and other risks including, but not limited to, those described in the Company’s Annual Report on Form 10 - K , filed with the Securities and Exchange Commission (the “SEC”) on June 24 , 2019 , Quarterly Report on rom 10 - Q, filed with the SEC on August 8 , 2019 , and other filings and submissions with the SEC . These forward - looking statements speak only as of the date set forth below and the Company disclaims any obligations to update these statements except as may be required by law . Neither the Company nor any of its affiliates, advisors, placement agents or representatives has any obligation to, nor do any of them undertake to, revise or update the forward - looking statements contained in this presentation to reflect future events or circumstances . This presentation speaks as of September 30 , 2019 . The information presented or contained in this presentation is subject to change without notice and its accuracy is not guaranteed . Neither the delivery of this presentation nor any further discussion of the Company or any of its affiliates, shareholders, officers, directors, employees, agents or advisors with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date . Safe Harbor 2

3 We give brands, fans and bands the best seat in the house LIVE X LIVE The world’s leading social music platform devoted to the live music experience, internet radio, music video content and music culture

UNMET DEMAND FOR LIVE MUSIC GROWTH OF MOBILE LOVE OF LIVE MUSIC DESIRE FOR PREMIUM CONTENT ACCEPTANCE OF LIVE STREAMING 2014 2020 201 2.9 Billion 1.6 Billion Over 2.5 billion smartphone users globally in 2018 32M people attend at least one music festival in the U.S. annually 51% of U.S. attended a live music event in 2015 Subscribers: 152 million Netflix 108 million Spotify 60 million Apple Music Users watch live video 3x longer and comment 10 times more than recorded footage Source: IFPI, BBC, Billboard, Emarketer, Facebook Live, Forbes, The Verge, Statista 4 • Over 250 million paid music subscribers globally today • Goldman Sachs projects 1.2 billion+ paid subscribers in 2030 2030

U.S. LIVE MUSIC GLOBAL DIGITAL MUSIC STREAMING GLOBAL OTT/STREAMING $ 28.0B $29.5B $30.3B $19.6B $11.1B $5.4B POSITIONED AT THE CENTER OF THREE EXPLODING SECTORS Source: IBISWorld, PWC 5

LIVE X LIVE at a Glance Note: LIVX’s fiscal year ends March 31 st YTD progress denotes 3/31/2019 – 9/30/2019 Festival Livestreams 49M+ • Live Streams YTD vs. +51MM in FY19 19 • Music Events (YTD) 200+ • Artists Streamed (YTD) Reach & Platforms 179+ • Countries Reached by Live Music Streaming 775K+ • Paid Subscribers (YTD) 1.1M+ • Monthly Active Users (YTD) Original Content 240+ • Hours of Live Music (YTD) Platforms • O&O • Facebook • YouTube • Twitch • Twitter • Daily Motion • STIRR • Fiscal Year 2019: 51M+ Livestreams, 24 Live Events, 360+ hours of content 6

7 Aggregating the Most Festivals in One Place 2,000+ Music Festivals Worldwide 7

FY’20 POTENTIAL STREAMING LINEUP – 2x YoY SOCIAL REACH FY’19 SOCIAL FOLLOWING INCREASED TO 2.2 BILLION FROM FY’18 OF 1. 1 BILLION DEMI LOVATO | BRUNO MARS | LIL WAYNE | DAVID GUETTA | KE$HA | TAYLOR SWIFT | TIËSTO | KENDRICK LAMAR | CARDI B | HARDWELL | AVENGED SEVENFOLD | MUSE | RICK ROSS | LORDE | ZEDD | J. COLE | FOO FIGHTERS | THE CHAINSMOKERS | DJ KHALED | JONAS BROS | AFROJACK | WAKA FLOCKA FLAME | A$AP ROCKY | FRENCH MONTANA | THE KILLERS | TYLER, THE CREATOR | MARTIN GARRIX | THIRTY SECONDS TO MARS | ARMIN VAN BUUREN | POST MALONE | GORILLAZ | MARSHMELLO | TRAVIS SCOTT | LIL PUMP | LIL UZI VERT | TIM MCGRAW | MIGOS | FEARNE COTTON | 21 SAVAGE | DJ SNAKE | THE SCRIPT | BULLET FOR MY VALENTINE | DIPLO | ARCTIC MONKEYS | ALESSO | MAJOR LAZER | RAE SREMMURD | BUGZY MALONE | XXXTENTACION | KODAK BLACK | W&W | ZARA LARSSON | JACK JOHNSON | MUMFORD & SONS | THE OFFSPRING | SCHOOLBOY Q | ZIGGY MARLEY | ALICE IN CHAINS | KYGO | AXWELL ^ INGROSSO | YOUNG THUG | LIONEL RICHIE | * SAMPLE LINEUP PROVIDES AN ILLUSTRATION OF THE SIZE OF OUR OPPO RTUNITY USING ONLY A HANDFUL OF TOP FESTIVALS 8

DISTRIBUTION: A GLOBAL STREAMING SERVICE LiveXLive streams in over 179 countries around the world 9

NEW UNIFIED PRODUCT – Live + Audio TOGETHER FOR THE FIRST TIME Services combine recorded music, live music, audio and video including the U.S, music libraries of: 10

Link to Vimeo: vimeo.com/ 310841546 11 Original Content: LiveZone • Launched in December 2018 • Powerful platform for brands and sponsors to extend their audience reach via advertising and partnerships • In - house production • Top - tier broadcast facilities • Best - in - class crew LiveXLive can produce premium live events for $20K/ hr . ( compared to current industry comps at $500K/ hr .)

DISTRIBUTION CHANNELS Desktop Mobile OTT CONTENT + PROMO PARTNERS O&O APPS 3 RD PARTY PLATFORMS AUDIO DISTRO 12

MARKETING: ENGAGEMENT DRIVEN BY INFLUENCERS AND PERFORMING ARTISTS JOHANNES BARTL KING BACH JUSTIN ROBERTS JAKE PAUL AMANDA CERNY JUSTIN BIEBER ED SHEERAN CHARLIE PUTH POST MALONE SHAWN MENDES INFLUENCERS ARTISTS POST MALONE AT ROLLING LOUD - LA, STREAMED BY LIVEXLIVE Post Malone – Sunflower at Rolling Loud +3,5000,000 Festival liveviews 13 LIVEXLIVE INFLUENCER, JAKE PAUL, EARNING OVER 1M YOUTUBE VIEWS

Present Monetization Path Monetization & Services Future Monetization Path INTEGRATED MARKETING DATA TRANSACTIONS IN - CHANNEL PURCHASES ADVERTISERS SUBSCRIPTION REVENUE SPONSORSHIPS 14

Revenue Paid Subscribers • Substantial growth in paid subs and quarterly revenue over the past 1.5 years SUBSCRIPTION REVENUE 400,000 450,000 500,000 550,000 600,000 650,000 700,000 750,000 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000 $9,000 $10,000 Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 In ($000s) $7.6M $ 9.0M $8.0M $ 7.1M $ 9.2M $ 9.5M 15

► KIA ► SAMSUNG ► DOS EQUIS INITIAL SPONSORSHIP TRACTION 16

($4.6M) Full year March 31, 2020 guidance Revenue ($50.0M - $65.0M) and Adj Ops Loss* ($10.0M - $15.0M ) SELECT FINANCIALS – SUBSTANTIAL GROWTH * Adj . Operating Income (Loss) – see definition on p . 18 / slide Revenue Adj Ops Income (Loss)* FY 2018 FY 2019 Q1 ‘19 $33.7M $7.6M $7.2M +350% YOY Revenue growth Q1 ‘20 $9.5M +25% YOY Revenue growth ($12.6M) ($4.6M) ) ($6.1M) FY ‘18 vs FY ‘19 Q1 ‘19 vs Q1 ‘20 17

(USD $ in Millions) Three Months June 30, 2019 Revenue $9.5 Adjusted Operating Income (Loss) 1 ($4.6) Cash & Cash Equivalents $10.0 Total Debt 2 $16.6 Total Stockholder’s Equity $1.8 Shares Outstanding 3 52,378,133 Fully Diluted Shares Outstanding 4 62,140,403 Following the close of the quarter (July 2019), LiveXLive raised $9.5M in net proceeds by issuing 5.0M shares of common stock. 1 Adj . Operating Income (Loss), a non - GAAP term, is O perating Income (Loss) before (a) non - cash GAAP purchase accounting adjustments for certain deferred rev . & costs, (b) legal, accounting and other prof . fees attributable to acquisition activity, (c) employee severance payments and 3 rd party prof . fees attributable to acquisition & corp . realignment activities, (d) non - recurring expenses assoc . with (reserves for) certain legal settlements of acquired companies prior to acquisition date, and (e) charges pertaining to the shutdown of LiveXLive Tickets, depreciation and amortization (incl . goodwill impairment) in fiscal 2018 , & certain stock - based comp . expense . 2 Composed of senior secured and unsecured convertible notes, net of discounts. 3 As of 6/30/2019. Excludes 5,000,000 shares of common stock sold in a registered direct offering effective July 30, 2019, r ais ing net proceeds of approximately $9.5 million post 6/30/19. 4 This number includes 167,363 warrants outstanding, 6,645,482 options and RSUs outstanding as of June 30, 2019 and 2,949,425 sh ares issuable underlying the Company’s unsecured convertible notes and as of June 30, 2019. Excludes 5,000,000 shares of common stock sold in a registered direct of fer ing effective July 30, 2019. SELECT FINANCIALS – Q1 RESULTS 18

World Class Management Team Dermot McCormack PRESIDENT Renowned music industry executive , with expertise from content development to technology , growth strategies and monetization . Michael Zemetra CFO Seasoned executive with extensive financial and operational experience in building , managing and scaling large global organizations , systems and operations Doug Shaer COO Experienced entrepreneur & business strategist who specializes in franchise asset development & foundation building in the entertainment & sports sectors Robert Ellin CHAIRMAN & CEO Over 30 years of investment and turnaround experience , deep relationships in media and entertainment , prior public company experience as Executive Chairman of Mandalay Digital Group Jerry Gold CSO Music & entertainment executive for the past 37 years , including serving as the Executive VP & CFO of Warner Music Group for nearly a decade Mike Bebel SENIOR EXECUTIVE VICE PRESIDENT Music industry veteran & digital music service entrepreneur with more than 20 years of global operating experience Jackie Stone CMO Top 50 Marketer with over 27 years of global expertise across brand building , growth , acquisition and loyalty . David Schulhof CDO Executive with more than 20 years of experience in the music, digital media & private equity sectors Tad Ro HEAD OF PRODUCT Experienced digital executive who brings expertise in product , design , UX/UI, & digital media strategy & has developed interactive entertainment products across various platforms Rahman Dukes HEAD OF URBAN PROGRAMMING A digital pioneer of hip hop and hip hop culture and an entrepreneur who has created and produced original content across TV, radio and web Kevin Stapleford VP OF PROGRAMING Content development executive with 20+ years of success growing audiences , revenue and brand engagement Alex Brough SALES & BRAND PARTNERSHIPS National brand advertising developer who has integrated solutions across audio, video, digital, social , mobile , & event platforms 19

Distinguished & Experienced Board of Directors Craig Foster INDEPENDENT DIRECTOR Former Chief Financial Officer and Chief Accounting Officer of Amobee , Inc . Patrick Wachsberger INDEPENDENT DIRECTOR Founder and CEO of Picture Perfect Entertainment and former Chairman of Lionsgate Films Kenneth Solomon INDEPENDENT DIRECTOR Chairman and CEO of The Tennis Channel, partner at Arcadia Investment Partners and Chairman of Ovation TV Ramin Arani INDEPENDENT DIRECTOR Former lead manager of Fidelity’s Puritan Fund and current Board member of Vice Media, Ellen Digital and Opportunity Network Tim Spengler INDEPENDENT DIRECTOR Current President of Dentsu Aegis and former President of Clear Channel Media and Interpublic Group Jay Krigsman INDEPENDENT DIRECTOR Executive Vice President and Asset Manager of The Krausz Companies Strong Suite of Formal Advisors Hank Neuberger Lead Producer of Coachella , Lollapalooza Jason Flom CEO of Lava Records Chris McGurk Former CEO of MGM and Universal Pictures Steven Bornstein Former CEO of ESPN and NFL Network Roger Werner Former CEO and President of ESPN and Speedvision Jules Haimovitz Former President of Viacom and founder of Showtime 20 20

Strong opportunity for growth Predictable revenue driven by subscription Early wins with key sponsors, advertisers & distribution partners Low content costs Multiple monetization paths LIVE X LIVE Summary 21 Proven management team and experienced board and advisors with industry expertise

NASDAQ: LIV X IR@LIVEXLIVE.COM