Item 3.02 Unregistered Sales of Equity Securities.
The information described under Item 7.01 below is incorporated by reference in
this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The information described under Item 7.01 below is incorporated by reference
in this Item 5.02.
Item 7.01 Regulation FD Disclosure.
Effective as of May 23, 2022, LiveOne, Inc.'s (the "Company") Chief Executive
Officer and Chairman, Robert S. Ellin, desiring to continue to demonstrate
confidence in the Company and to assist the Company's objective to achieve
annual cost and expense reductions, agreed to continue to forego his monthly
cash base salary through at least December 31, 2022 in exchange for shares of
the Company's common stock (the "Shares") that are anticipated to vest in full
in calendar year 2023, and will vest, be calculated and issued subject to the
Company's board of directors' approval. The Shares will be issued pursuant to an
exemption from registration under Section 4(a)(2) of the Securities Act of 1933,
as amended, and/or Rule 506 of Regulation D promulgated thereunder.
During the 2022 calendar year, Mr. Ellin has personally purchased 200,000 shares
of the Company's common stock. As of May 26, 2022, Mr. Ellin and his affiliates
collectively beneficially own 16,308,591 shares of the Company's common stock.
Mr. Ellin's and his affiliates' beneficial ownership does not include an
additional 1,959,295 shares of the Company's common stock issuable as of May 26,
2022 upon conversion of the Company's convertible notes held by Trinad Capital
Master Fund Ltd., which it has the right to convert at the conversion price of
$3.00 per share, 666,667 stock options to purchase shares of the Company's
common stock at an exercise price of $4.00 per share, 88,660 restricted stock
units of the Company that shall vest on September 7, 2022, subject to earlier
vesting in the event of a change in control or the Reporting Person's departure
from the Company, and shares of the Company's common stock to be issued to Mr.
Ellin in lieu of his monthly cash base salary for the 2022 calendar year.
The information in this Item 7.01 of this Current Report on Form 8-K 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 of 1933, as amended,
except as shall be expressly set forth by reference in such a filing.
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