Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective October 5, 2021, LiveXLive Media, Inc. (the "Company") changed its
corporate name to LiveOne, Inc. (the "Name Change"). The Name Change was
effected through a parent/subsidiary short-form merger of LiveOne, Inc., the
Company's wholly-owned Delaware subsidiary formed solely for the purpose of the
Name Change, with and into the Company. The Company was the surviving entity. To
effectuate the short-form merger, the Company filed a Certificate of Merger with
the Secretary of State of the State of Delaware on October 1, 2021. The merger
became effective on October 5, 2021 with the State of Delaware and, for purposes
of the quotation of the Company's common stock on The NASDAQ Capital Market
("Nasdaq"), effective at the open of the market on October 6, 2021. The
Company's board of directors approved the short-form merger. In accordance with
Section 253 of the Delaware General Corporation Law, stockholder approval of the
short-form merger was not required.
On the effective date of the short-form merger, the Company's name was changed
to "LiveOne, Inc." and the Company's Certificate of Incorporation (the
"Certificate of Incorporation") was amended to reflect its new legal name. With
the exception of the Name Change, there were no other changes to the Certificate
of Incorporation. A copy of the Certificate of Merger that the Company filed
with the Secretary of State of the State of Delaware is being filed herewith as
Exhibit 3.1. The Company's Bylaws will also be amended to reflect the Company's
new legal name.
The merger and resulting Name Change do not affect the rights of the Company's
security holders. The Company's common stock will continue to be quoted on
Nasdaq; however, effective October 6, 2021, the Company's common stock is quoted
under the new symbol "LVO" and the new CUSIP number for the Company's common
stock is 53814X102. Following the Name Change, the stock certificates which
reflect the Company's prior corporate name, will continue to be valid.
Certificates reflecting the new corporate name will be issued in due course as
old stock certificates are tendered for exchange or transfer to our transfer
agent. Stockholders do not need to exchange their stock certificates as a result
of the Name Change and should not send their stock certificates to the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
3.1* Certificate of Merger
104** Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
** Furnished herewith.
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