UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On May 14, 2024, LiveOne, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth Capital”) as sales agent, pursuant to which the Company may sell, from time to time, at its sole discretion an aggregate of up to $25,000,000 of its shares of common stock, $0.001 par value per share (the “Shares”). The Company intends to use the net proceeds, if any, from the sale of shares under the Sales Agreement for working capital and other general corporate purposes, which may include future acquisitions of businesses and content and strengthening its balance sheet. The Company’s management does not currently intend to sell shares under the Sales Agreement at a price lower than $5.00 per share.
The Shares may be issued and sold from time to time through or to Roth Capital acting as sales agent or principal pursuant to the Company’s shelf Registration Statement on Form S-3 (Reg. No. 333-262549). The Company will file a prospectus supplement, dated May 14, 2024, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Shares. Sales of the Shares, if any, under such prospectus supplement may be made in transactions that are deemed to be “at the market offerings” pursuant to Rule 415 under the Securities Act.
The Company will pay Roth Capital a commission equal to 3.0% of the gross sales price per share for any Shares sold through Roth Capital under the Sales Agreement and reimburse Roth Capital’s fees and expenses up to $50,000 in connection with entering into the Sales Agreement, in addition to certain ongoing disbursements of their legal counsel. The Company has provided Roth Capital with customary indemnification and contribution rights. The Sales Agreement may be terminated by Roth Capital or the Company at any time upon notice to the other party as provided in the Sales Agreement, or by Roth Capital at any time in certain circumstances, including the occurrence of a material and adverse change in the Company’s business or financial condition that makes it impractical or inadvisable to market the Shares or to enforce contracts for the sale of the Shares.
The foregoing description is a summary only, does not purport to set forth the complete terms of the Sales Agreement and is qualified in its entirety by reference to the Sales Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and hereby incorporated by reference. The legal opinion of Foley Shechter Ablovatskiy LLP, counsel to the Company, relating to the validity of the common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1* | Sales Agreement, dated as of May 14, 2024, between the Company and Roth Capital Partners, LLC. | |
| 5.1* | Opinion of Foley Shechter Ablovatskiy LLP. | |
| 23.1* | Consent of Foley Shechter Ablovatskiy LLP (contained in Exhibit 5.1). | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
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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: May 14, 2024 | By: | /s/ Aaron Sullivan |
| Name: | Aaron Sullivan | |
| Title: | Chief Financial Officer | |
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