Item 4.01 Change in Registrant’s Certifying Accountant.
On May 2, 2022, LiveOne,
Inc.’s (the “Company”) current independent registered public accounting firm, BDO USA, LLP (“BDO”),
informed the Company that it will be resigning as the Company’s independent registered public accounting firm effective as of the
date of the filing of the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2022. BDO did not seek the Company’s
consent to its resignation. As a result, the Company’s Audit Committee or Board of Directors did not recommend or approve the resignation
of BDO.
BDO’s audit reports
on the Company’s financial statements for the fiscal years ended March 31, 2021 and 2020 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that BDO’s
report for the Company’s financial statements for the fiscal year ended March 31, 2021 contained an explanatory paragraph that there
was substantial doubt as to the Company’s ability to continue as a going concern.
During the Company’s
two most recent fiscal years ended March 31, 2022 and 2021 and any subsequent interim period through May 2, 2022, there were no disagreements
(as defined in Item 304(a)(1)(iv) of Regulation S-K) with BDO on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to
make reference to the subject matter of the disagreements in its report on the Company’s financial statements, however, BDO has
not yet finished its audit of the Company’s financial statements for its fiscal year ended March 31, 2022 and therefore these disclosures
are subject to change.
During the Company’s
two most recent fiscal years ended March 31, 2022 and 2021 and any subsequent interim period through May 2, 2022, there were no “reportable
events” (as described in paragraphs (a)(1)(v) (A) through (D) of Item 304 of Regulation S-K), other than the material weaknesses
reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020 (the “Fiscal 2021 Third Quarter
10-Q”), Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (the “Fiscal 2021 10-K”), Quarterly Report
on Form 10-Q for the quarter ended June 30, 2021 (the “Fiscal 2022 First Quarter 10-Q”), Quarterly Report on Form 10-Q for
the quarter ended September 30, 2021 (the “Fiscal 2022 Second Quarter 10-Q”), and Quarterly Report on Form 10-Q for the quarter
ended December 31, 2021 (the “Fiscal 2022 Third Quarter 10-Q”). The material weakness identified in the Fiscal 2021 Third
Quarter 10-Q resulted from the Company’s controls over business combinations not operating effectively as of such time to allow
management to timely identify errors related to the recording of those transactions. The material weakness caused the Company’s
management to conclude that the Company’s internal control over financial reporting was not effective as of December 31, 2020. See
Part I, Item 4, of the Fiscal 2021 Third Quarter 10-Q for additional information regarding this material weakness. The material weaknesses
identified in the Fiscal 2021 10-K related to Company control activities in connection with the preparation of the Company’s financial
statements, the Company’s evaluation and accounting of certain features embedded in complex debt and equity instruments, the Company’s
identification of errors in the accounting for business combinations, and the Company’s application of controls relating to revenue
and inventory of its then recently acquired subsidiary. See Part II, Item 9A. of the Fiscal 2021 10-K for additional information regarding
these material weaknesses. The material weaknesses identified in the Fiscal 2022 First Quarter 10-Q, the Fiscal 2022 Second Quarter 10-Q
and the Fiscal 2022 Third Quarter 10-Q were the same as reported in the Fiscal 2021 10-K. See Part I, Item 4, of each respective quarterly
report for additional information regarding these material weaknesses. BDO has not yet finished its audit of the Company’s financial
statements for its fiscal year ended March 31, 2022 and therefore these disclosures are subject to change. The Company is continuing to
take substantial steps to remediate such material weaknesses.
The Company previously provided
BDO with a copy of the disclosures it is making in this Current Report on Form 8-K (this “Form 8-K”), and has requested that
BDO furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether they agree with the above statements.
A copy of the requested letter received from BDO, dated May 6, 2022, stating that they agree is filed as Exhibit 16.1 to this Form 8-K.