LVO LiveOne Inc

 

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): February 19, 2025

 

LIVEONE, 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.)

 

269 South Beverly Drive, Suite 1450

Beverly Hills, CA 90212

(Address of principal executive offices) (Zip Code)

 

(310) 601-2505

(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(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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		LVO		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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of February 19, 2025 (the “Effective Date”), LiveOne, Inc. (the “Company”) appointed Ryan Carhart, the Company’s current Vice President and Controller, as the Company’s Chief Financial Officer, Treasurer and Secretary, to succeed Aaron Sullivan, the former Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company, who notified the Company on the Effective Date that he is leaving the Company to pursue another professional opportunity effective as of the Effective Date. Mr. Carhart will also assume the role of Principal Accounting Officer of the Company. Mr. Carhart was also appointed to the same positions with PodcastOne, Inc. (“PodcastOne”), the Company’s majority owned subsidiary, and Slacker, Inc., the Company’s wholly owned subsidiary.

 

Mr. Sullivan’s departure was not as a result of any dispute with the Company.

 

Mr. Carhart, age 45, has served as the Vice President and Controller of the Company and PodcastOne since September 2023. Mr. Carhart is a seasoned financial professional with extensive experience in overseeing operations, corporate strategy and development, financial reporting, mergers and acquisitions, establishing and overseeing operational excellence initiatives in growing organizations and public company compliance. Prior to his appointment as the Company’s and PodcastOne’s Vice President and Controller, Mr. Carhart served as the Chief Financial Officer at AUDIENCEX, an AI-powered digital ad partner, optimizing programmatic, social, and search campaigns with data-driven strategy and creative solutions, and as the Principal Financial Officer and Principal Accounting Officer of Vado Corp (“Vado”), since May, 2019, where he guided AUDIENCEX through its acquisition by Vado, while overseeing operations and corporate strategy and development. Prior to that, Mr. Carhart served as the Senior Director of Finance and Controller at MNTN, a builder of advertising software for brands to drive measurable conversions, revenue, site visits and more through the power of television. Mr. Carhart previously worked at PricewaterhouseCoopers, a global public accounting firm, with a specialization in the technology and communications industries. Mr. Carhart holds a Master of Science in Accounting and a Master of Business Administration (MSA/MBA) from Northeastern University, along with a PhD from Claremont Graduate University, and is a Certified Public Accountant.

 

There is no arrangement or understanding between Mr. Carhart and any other persons pursuant to which Mr. Carhart was appointed to his positions. There are no family relationships between Mr. Carhart and any of the Company’s officers or directors. Other than as described below, there are no other transactions to which the Company or any of its subsidiaries is a party in which Mr. Carhart has a material interest subject to disclosure under Item 404(a) of Regulation S-K. In connection with his appointment, the Company may provide additional compensation to Mr. Carhart in the future.

 

Item 7.01 Regulation FD Disclosure.

 

On February 25, 2025, the Company issued a press release announcing that it named Mr. Carhart as the Company’s Chief Financial Officer, Treasurer and Secretary. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including 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. The information in this Item 7.01 of this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise. 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits:

 

Exhibit No.		Description
99.1*		Press release, dated February 25, 2025.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Furnished herewith.

 

 

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: February 25, 2025	By:	/s/ Robert S. Ellin
	Name:	Robert S. Ellin
	Title:	Chief Executive Officer and Chairman of the Board of Directors

 

 

2

Exhibit 99.1

 

LiveOne (Nasdaq: LVO) and PodcastOne (Nasdaq: PODC) Promote Ryan Carhart to Chief Financial Officer

 

●

Expands Cost Savings via Restructuring to Over $23 Million

 

●

Paid Down $3.7 Million to East West Bank

 

LOS ANGELES, CA, February 25, 2025 - LiveOne (Nasdaq: LVO), an award-winning, creator-first, music, entertainment, and technology platform, announced today Ryan Carhart's promotion to Chief Financial Officer of LiveOne, PodcastOne and all their subsidiaries, effective as of February 19, 2025. Robert Ellin, CEO of LiveOne, commented, "We're thrilled to promote Ryan to CFO. Ryan brings strong financial discipline, respected relationships with analysts, bankers, and our financial team, and a proven track record of effective bank relations. Since his promotion, Ryan has taken immediate action, implementing measures anticipated to result in additional $13 million in cost savings, including significant reductions in expenses at CPS, to achieve anticipated total cash savings of over $23 million.”

 

Mr. Ellin added, “Ryan has also played a key role in securing a new loan agreement with East West Bank after paying off $3.7 million of East West Bank’s $7 million loan to LiveOne. Furthermore, Ryan has secured a Letter of Intent with a major commercial bank to refinance the remaining East West Bank debt and provide growth capital to our company to expand our business, focusing on profitability.”

 

About LiveOne

 

Headquartered in Los Angeles, CA, LiveOne (Nasdaq: LVO) is an award-winning, creator-first, music, entertainment, and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne's subsidiaries include Slacker, PodcastOne (Nasdaq: PODC), PPVOne, CPS, LiveXLive, DayOne Music Publishing, Drumify and Splitmind. LiveOne is available on iOS, Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android TV, and through STIRR's OTT applications. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, YouTube and Twitter at @liveone. For more investor information, please visit ir.liveone.com.

 

About PodcastOne

 

PodcastOne (NASDAQ: PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive 360-degree solution in sales, marketing, public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads with a community of 200 top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, A&E's Cold Case Files, and Varnamtown. PodcastOne has built a distribution network reaching over 1 billion monthly impressions across all channels, including YouTube, Spotify, Apple Podcasts, and iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which offers fully customizable production packages for brands, professionals, or hobbyists. For more information, visit www.podcastone.com and follow us on Facebook, Instagram, YouTube, and X at @podcastone.

 

Forward-Looking Statements

 

All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. 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, including: LiveOne’s reliance on its largest OEM customer for a substantial percentage of its revenue; LiveOne’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; LiveOne’s ability to continue as a going concern; LiveOne’s ability to attract, maintain and increase the number of its users and paid members; LiveOne identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants; LiveOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; LiveOne’s ability to extend and/or refinance its indebtedness and/or repay its indebtedness when due; uncertain and unfavorable outcomes in legal proceedings and/or LiveOne’s ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of LiveOne’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in LiveOne’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2024, Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, filed with SEC on February 14, 2025, and in LiveOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and LiveOne disclaims any obligation to update these statements, except as may be required by law. LiveOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

 

LiveOne IR Contact:

 

Liviakis Financial Communications, Inc.
(415) 389-4670
john@liviakis.com

 

LiveOne Press Contact:

 

LiveOne
press@liveone.com

 

Follow LiveOne on social media: Facebook, Instagram, TikTok, YouTube, and Twitter at @liveone.

 

 

v3.25.0.1

Cover	Feb. 19, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 19, 2025
Entity File Number	001-38249
Entity Registrant Name	LIVEONE, INC.
Entity Central Index Key	0001491419
Entity Tax Identification Number	98-0657263
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	269 South Beverly Drive
Entity Address, Address Line Two	Suite 1450
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
City Area Code	310
Local Phone Number	601-2505
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	LVO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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